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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2020
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NO. 1-32637
GameStop Corp.
(Exact name of registrant as specified in its charter)
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Delaware |
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20-2733559 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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625 Westport Parkway |
76051 |
Grapevine, |
Texas |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(817) 424-2000
Securities Registered Pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Class A Common Stock |
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GME |
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NYSE |
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes
☒
No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in
Rule 12b-2 of the Exchange Act:
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Large accelerated filer |
☐ |
Accelerated filer |
☒ |
Non-accelerated filer |
☐ |
Smaller reporting company |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
Number of shares of $.001 par value Class A Common
Stock outstanding as of December 1, 2020:
69,746,960
TABLE OF CONTENTS
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Page No. |
Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GAMESTOP CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except par value per share)
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October 31,
2020 |
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November 2,
2019 |
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February 1,
2020 |
ASSETS |
Current assets: |
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Cash and cash equivalents |
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$ |
445.9 |
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$ |
290.3 |
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$ |
499.4 |
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Restricted cash |
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140.7 |
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0.3 |
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0.3 |
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Receivables, net |
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77.6 |
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145.7 |
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141.9 |
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Merchandise inventories, net |
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861.0 |
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1,286.7 |
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859.7 |
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Prepaid expenses and other current assets |
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126.7 |
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127.3 |
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120.6 |
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Assets held-for-sale |
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— |
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12.8 |
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11.8 |
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Total current assets |
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1,651.9 |
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1,863.1 |
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1,633.7 |
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Property and equipment, net |
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193.0 |
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287.1 |
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275.9 |
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Operating lease right-of-use assets |
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666.7 |
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758.1 |
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767.0 |
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Deferred income taxes |
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29.2 |
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157.8 |
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83.0 |
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Long-term restricted cash |
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16.0 |
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13.8 |
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13.8 |
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Other noncurrent assets |
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44.6 |
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65.7 |
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46.3 |
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Total assets |
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$ |
2,601.4 |
|
|
$ |
3,145.6 |
|
|
$ |
2,819.7 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
440.2 |
|
|
$ |
709.9 |
|
|
$ |
380.8 |
|
Accrued liabilities and other current liabilities |
|
654.1 |
|
|
625.1 |
|
|
617.5 |
|
Current portion of operating lease liabilities |
|
212.9 |
|
|
238.5 |
|
|
239.4 |
|
|
|
|
|
|
|
|
Short-term debt, including current portion of long-term debt,
net |
|
244.5 |
|
|
— |
|
|
— |
|
Borrowings under revolving line of credit |
|
25.0 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
Total current liabilities |
|
1,576.7 |
|
|
1,573.5 |
|
|
1,237.7 |
|
Long-term debt, net |
|
216.0 |
|
|
419.4 |
|
|
419.8 |
|
Operating lease liabilities |
|
456.7 |
|
|
516.5 |
|
|
529.3 |
|
Other long-term liabilities |
|
19.8 |
|
|
19.1 |
|
|
21.4 |
|
|
|
|
|
|
|
|
Total liabilities |
|
2,269.2 |
|
|
2,528.5 |
|
|
2,208.2 |
|
Commitments and contingencies (Note 7) |
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
Class A common stock — $.001 par value; 300 shares authorized;
65.2, 67.9 and 64.3 shares issued and outstanding
|
|
0.1 |
|
|
0.1 |
|
|
0.1 |
|
Additional paid-in capital |
|
5.1 |
|
|
— |
|
|
— |
|
Accumulated other comprehensive loss |
|
(67.4) |
|
|
(71.5) |
|
|
(78.8) |
|
Retained earnings |
|
394.4 |
|
|
688.5 |
|
|
690.2 |
|
Total stockholders’ equity |
|
332.2 |
|
|
617.1 |
|
|
611.5 |
|
Total liabilities and stockholders’ equity |
|
$ |
2,601.4 |
|
|
$ |
3,145.6 |
|
|
$ |
2,819.7 |
|
See accompanying notes to unaudited condensed consolidated
financial statements.
GAMESTOP CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
39 Weeks Ended |
|
|
October 31,
2020 |
|
November 2,
2019 |
|
October 31,
2020 |
|
November 2,
2019 |
Net sales |
|
$ |
1,004.7 |
|
|
$ |
1,438.5 |
|
|
$ |
2,967.7 |
|
|
$ |
4,271.9 |
|
Cost of sales |
|
728.4 |
|
|
997.4 |
|
|
2,156.8 |
|
|
2,960.5 |
|
Gross profit |
|
276.3 |
|
|
441.1 |
|
|
810.9 |
|
|
1,311.4 |
|
Selling, general and administrative expenses |
|
360.4 |
|
|
475.4 |
|
|
1,095.1 |
|
|
1,411.0 |
|
Goodwill and asset impairments |
|
— |
|
|
11.3 |
|
|
4.8 |
|
|
375.2 |
|
Gain on sale of assets |
|
(21.1) |
|
|
— |
|
|
(32.4) |
|
|
— |
|
Operating loss |
|
(63.0) |
|
|
(45.6) |
|
|
(256.6) |
|
|
(474.8) |
|
Interest income |
|
(0.3) |
|
|
(2.0) |
|
|
(1.6) |
|
|
(9.9) |
|
Interest expense |
|
10.0 |
|
|
8.0 |
|
|
25.5 |
|
|
30.6 |
|
Loss from continuing operations before income taxes
|
|
(72.7) |
|
|
(51.6) |
|
|
(280.5) |
|
|
(495.5) |
|
Income tax (benefit) expense |
|
(53.9) |
|
|
31.6 |
|
|
14.4 |
|
|
(6.2) |
|
Net loss from continuing operations |
|
(18.8) |
|
|
(83.2) |
|
|
(294.9) |
|
|
(489.3) |
|
Loss from discontinued operations, net of tax |
|
— |
|
|
(0.2) |
|
|
(0.9) |
|
|
(2.6) |
|
Net loss |
|
$ |
(18.8) |
|
|
$ |
(83.4) |
|
|
$ |
(295.8) |
|
|
$ |
(491.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share: |
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.29) |
|
|
$ |
(1.01) |
|
|
$ |
(4.54) |
|
|
$ |
(5.16) |
|
Discontinued operations |
|
— |
|
|
— |
|
|
(0.01) |
|
|
(0.03) |
|
Basic loss per share |
|
$ |
(0.29) |
|
|
$ |
(1.02) |
|
|
$ |
(4.56) |
|
|
$ |
(5.19) |
|
|
|
|
|
|
|
|
|
|
Diluted loss per share: |
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.29) |
|
|
$ |
(1.01) |
|
|
$ |
(4.54) |
|
|
$ |
(5.16) |
|
Discontinued operations |
|
— |
|
|
— |
|
|
(0.01) |
|
|
(0.03) |
|
Diluted loss per share |
|
$ |
(0.29) |
|
|
$ |
(1.02) |
|
|
$ |
(4.56) |
|
|
$ |
(5.19) |
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
65.2 |
|
|
82.1 |
|
|
64.9 |
|
|
94.8 |
|
Diluted |
|
65.2 |
|
|
82.1 |
|
|
64.9 |
|
|
94.8 |
|
See accompanying notes to unaudited condensed consolidated
financial statements.
GAMESTOP CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
39 Weeks Ended |
|
|
October 31,
2020 |
|
November 2,
2019 |
|
October 31,
2020 |
|
November 2,
2019 |
Net loss |
|
$ |
(18.8) |
|
|
$ |
(83.4) |
|
|
$ |
(295.8) |
|
|
$ |
(491.9) |
|
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(3.5) |
|
|
3.6 |
|
|
11.4 |
|
|
(17.2) |
|
Total comprehensive loss |
|
$ |
(22.3) |
|
|
$ |
(79.8) |
|
|
$ |
(284.4) |
|
|
$ |
(509.1) |
|
See accompanying notes to unaudited condensed consolidated
financial statements.
GAMESTOP CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY
(in millions, except for per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
Common Stock |
|
Additional
Paid-in
Capital |
|
Accumulated
Other
Comprehensive
(Loss) Income |
|
Retained
Earnings |
|
Total
Stockholders'
Equity |
|
Shares |
|
Amount |
|
|
|
|
Balance at February 1, 2020 |
64.3 |
|
|
$ |
0.1 |
|
|
$ |
— |
|
|
$ |
(78.8) |
|
|
$ |
690.2 |
|
|
$ |
611.5 |
|
Net loss
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(165.7) |
|
|
(165.7) |
|
Foreign currency translation
|
— |
|
|
— |
|
|
— |
|
|
(12.1) |
|
|
— |
|
|
(12.1) |
|
Stock-based compensation expense
|
— |
|
|
— |
|
|
1.8 |
|
|
— |
|
|
— |
|
|
1.8 |
|
Settlement of stock-based awards
|
0.3 |
|
|
— |
|
|
(0.5) |
|
|
— |
|
|
— |
|
|
(0.5) |
|
Balance at May 2, 2020 |
64.6 |
|
|
$ |
0.1 |
|
|
$ |
1.3 |
|
|
$ |
(90.9) |
|
|
$ |
524.5 |
|
|
$ |
435.0 |
|
Net loss
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(111.3) |
|
|
(111.3) |
|
Foreign currency translation
|
— |
|
|
— |
|
|
— |
|
|
27.0 |
|
|
— |
|
|
27.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
— |
|
|
— |
|
|
2.1 |
|
|
— |
|
|
— |
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of stock-based awards
|
0.6 |
|
|
— |
|
|
(0.5) |
|
|
— |
|
|
— |
|
|
(0.5) |
|
Balance at August 1, 2020 |
65.2 |
|
|
$ |
0.1 |
|
|
$ |
2.9 |
|
|
$ |
(63.9) |
|
|
$ |
413.2 |
|
|
$ |
352.3 |
|
Net loss
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(18.8) |
|
|
(18.8) |
|
Foreign currency translation
|
— |
|
|
— |
|
|
— |
|
|
(3.5) |
|
|
— |
|
|
(3.5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
— |
|
|
— |
|
|
2.2 |
|
|
— |
|
|
— |
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at October 31, 2020 |
65.2 |
|
|
$ |
0.1 |
|
|
$ |
5.1 |
|
|
$ |
(67.4) |
|
|
$ |
394.4 |
|
|
$ |
332.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
Common Stock |
|
Additional
Paid-in
Capital |
|
Accumulated
Other
Comprehensive
(Loss) Income |
|
Retained
Earnings |
|
Total
Stockholders'
Equity |
|
Shares |
|
Amount |
|
|
|
|
Balance at February 2, 2019 |
102.0 |
|
|
$ |
0.1 |
|
|
$ |
27.7 |
|
|
$ |
(54.3) |
|
|
$ |
1,362.7 |
|
|
$ |
1,336.2 |
|
Net income
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6.8 |
|
|
6.8 |
|
Foreign currency translation
|
— |
|
|
— |
|
|
— |
|
|
(13.9) |
|
|
— |
|
|
(13.9) |
|
Dividends declared, $0.38 per common share
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(38.7) |
|
|
(38.7) |
|
Stock-based compensation expense
|
— |
|
|
— |
|
|
1.9 |
|
|
— |
|
|
— |
|
|
1.9 |
|
Settlement of stock-based awards
|
0.3 |
|
|
— |
|
|
(0.6) |
|
|
— |
|
|
— |
|
|
(0.6) |
|
Balance at May 4, 2019 |
102.3 |
|
|
$ |
0.1 |
|
|
$ |
29.0 |
|
|
$ |
(68.2) |
|
|
$ |
1,330.8 |
|
|
$ |
1,291.7 |
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(415.3) |
|
|
(415.3) |
|
Foreign currency translation |
— |
|
|
— |
|
|
— |
|
|
(6.9) |
|
|
— |
|
|
(6.9) |
|
Stock-based compensation expense |
— |
|
|
— |
|
|
3.3 |
|
|
— |
|
|
— |
|
|
3.3 |
|
Repurchase of common shares |
(12.0) |
|
|
— |
|
|
(32.1) |
|
|
— |
|
|
(30.8) |
|
|
(62.9) |
|
Settlement of stock-based awards |
0.2 |
|
|
— |
|
|
(0.2) |
|
|
— |
|
|
— |
|
|
(0.2) |
|
Balance at August 3, 2019 |
90.5 |
|
|
$ |
0.1 |
|
|
$ |
— |
|
|
$ |
(75.1) |
|
|
$ |
884.7 |
|
|
$ |
809.7 |
|
Net loss
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(83.4) |
|
|
(83.4) |
|
Foreign currency translation
|
— |
|
|
— |
|
|
— |
|
|
3.6 |
|
|
— |
|
|
3.6 |
|
Stock-based compensation expense
|
— |
|
|
— |
|
|
2.9 |
|
|
— |
|
|
— |
|
|
2.9 |
|
Repurchase of common shares |
(22.6) |
|
|
— |
|
|
(2.9) |
|
|
— |
|
|
(112.8) |
|
|
(115.7) |
|
Balance at November 2, 2019 |
67.9 |
|
|
$ |
0.1 |
|
|
$ |
— |
|
|
$ |
(71.5) |
|
|
$ |
688.5 |
|
|
$ |
617.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated
financial statements.
GAMESTOP CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39 Weeks Ended |
|
|
October 31,
2020 |
|
November 2,
2019 |
Cash flows from operating activities: |
|
|
|
|
Net loss |
|
$ |
(295.8) |
|
|
$ |
(491.9) |
|
Adjustments to reconcile net loss to net cash flows from operating
activities: |
|
|
|
|
Depreciation and amortization (including amounts in cost of
sales) |
|
61.1 |
|
|
70.1 |
|
Goodwill and asset impairments |
|
4.8 |
|
|
375.2 |
|
Stock-based compensation expense |
|
6.1 |
|
|
8.1 |
|
Deferred income taxes |
|
45.4 |
|
|
(11.8) |
|
|
|
|
|
|
(Gain) loss on disposal of property and equipment, net |
|
(30.6) |
|
|
1.9 |
|
Loss on divestitures |
|
— |
|
|
1.3 |
|
Other |
|
2.6 |
|
|
3.1 |
|
Changes in operating assets and liabilities: |
|
|
|
|
Receivables, net |
|
65.8 |
|
|
(6.7) |
|
Merchandise inventories |
|
11.6 |
|
|
(61.6) |
|
Prepaid expenses and other current assets |
|
(2.9) |
|
|
(10.7) |
|
Prepaid income taxes and income taxes payable |
|
11.7 |
|
|
(44.2) |
|
Accounts payable and accrued liabilities |
|
78.9 |
|
|
(488.4) |
|
Operating lease right-of-use assets and lease
liabilities |
|
1.1 |
|
|
0.7 |
|
Changes in other long-term liabilities |
|
(0.9) |
|
|
0.1 |
|
Net cash flows used in operating activities |
|
(41.1) |
|
|
(654.8) |
|
Cash flows from investing activities: |
|
|
|
|
Purchase of property and equipment |
|
(32.6) |
|
|
(61.4) |
|
Proceeds from sale of property and equipment |
|
95.5 |
|
|
— |
|
Proceeds from divestitures |
|
— |
|
|
5.2 |
|
Other |
|
0.4 |
|
|
(0.7) |
|
Net cash flows provided by (used in) investing
activities |
|
63.3 |
|
|
(56.9) |
|
Cash flows from financing activities: |
|
|
|
|
Repurchase of common shares |
|
— |
|
|
(176.9) |
|
Proceeds from French term loans |
|
47.1 |
|
|
— |
|
Dividends paid |
|
(0.3) |
|
|
(40.5) |
|
Borrowings from the revolver |
|
150.0 |
|
|
— |
|
Repayments of revolver borrowings |
|
(125.0) |
|
|
— |
|
|
|
|
|
|
Repayments of senior notes |
|
(5.3) |
|
|
(404.5) |
|
Settlement of stock-based awards |
|
(1.0) |
|
|
(0.8) |
|
Net cash flows provided by (used in) financing
activities |
|
65.5 |
|
|
(622.7) |
|
Exchange rate effect on cash, cash equivalents and restricted
cash |
|
1.4 |
|
|
(1.7) |
|
|
|
|
|
|
Increase (decrease) in cash, cash equivalents and restricted
cash |
|
89.1 |
|
|
(1,336.1) |
|
Cash, cash equivalents and restricted cash at beginning of
period |
|
513.5 |
|
|
1,640.5 |
|
Cash, cash equivalents and restricted cash at end of
period |
|
$ |
602.6 |
|
|
$ |
304.4 |
|
See accompanying notes to unaudited condensed consolidated
financial statements.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
1. General Information
The Company
GameStop Corp. (“GameStop,” “we,” “us,” “our,” or the “Company”) is
a global, multichannel video game, consumer electronics and
collectibles retailer. GameStop operates over 5,000 stores across
ten countries. GameStop's consumer product network also includes
www.gamestop.com and
Game Informer®
magazine, the world's leading print and digital video game
publication.
GameStop operates its business in four geographic segments: United
States, Canada, Australia and Europe. The information contained in
these unaudited condensed financial statements refers to continuing
operations unless otherwise noted.
Basis of Presentation and Consolidation
The unaudited condensed consolidated financial statements include
the Company's accounts and the accounts of its wholly-owned
subsidiaries. All intercompany accounts and transactions have been
eliminated in consolidation. The unaudited condensed consolidated
financial statements included herein reflect all adjustments
(consisting only of normal, recurring adjustments) which are, in
the Company's opinion, necessary for a fair presentation of the
information as of and for the periods presented. These unaudited
condensed consolidated interim financial statements have been
prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) for interim
financial information and the instructions to Quarterly Report on
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all disclosures required under GAAP for complete
consolidated financial statements.
These unaudited condensed consolidated financial statements should
be read in conjunction with the Company's annual report on
Form 10-K for the 52 weeks ended February 1, 2020,
as filed with the Securities and Exchange Commission ("SEC") on
March 27, 2020, (the “2019 Annual Report on Form 10-K”). The
preparation of financial statements in conformity with GAAP
requires the Company to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. In preparing these financial statements, the
Company has made its best estimates and judgments of certain
amounts included in the financial statements, and changes in the
estimates and assumptions used by the Company could have a
significant impact on its financial results. Actual results could
differ from those estimates. Due to the seasonal nature of the
Company's business, the results of operations for the 39 weeks
ended October 31, 2020 are not indicative of the results to be
expected for the 52 weeks ending January 30, 2021
("fiscal 2020").
Reclassifications
The Company has made certain classifications in its consolidated
statements of cash flows in order to conform to the current year
presentation. Certain changes in customer liabilities, primarily
associated with loyalty point redemptions and gift card breakage,
of $16.2 million for the 39 weeks ended November 2, 2019 has
been reclassified from other to changes in accounts payable and
accrued liabilities.
In the Company's consolidated statements of operations,
depreciation and amortization of $23.6 million and
$69.3 million for the 13 and 39 weeks ended November 2, 2019,
respectively, have been reclassified to selling, general and
administrative expenses to conform to the current year
presentation. Additionally, asset impairments of $11.3 million
for the 13 and 39 weeks ended November 2, 2019 and goodwill
impairments of $363.9 million for the 39 weeks ended November 2,
2019 have been reclassified to goodwill and asset impairments to
conform to the current year presentation.
In the Company's consolidated balance sheets, restricted cash of
$0.3 million and $0.3 million as of November 2, 2019
and February 1, 2020, respectively, have been reclassified
from prepaid expenses and other current assets to restricted cash
to conform to the current year presentation. Additionally,
restricted cash of $13.8 million and $13.8 million as of
November 2, 2019 and February 1, 2020, respectively, have
been reclassified from other noncurrent assets to long-term
restricted cash to conform to the current year
presentation.
Significant Accounting Policies
There have been no material changes to the Company's significant
accounting policies included in Note 1, "Nature of Operations and
Summary of Significant Accounting Policies," within its 2019 Annual
Report on Form 10-K.
Unvested Restricted Stock and Shares Issued and
Outstanding
In June 2019, the Company adopted the GameStop Corp. 2019 Incentive
Plan (the "2019 Plan"), which provides for the grant of equity
awards to officers, employees, consultants, advisors and directors
of the Company. The 2019 Plan provides for the grant of restricted
stock awards, including both time-based and performance-based
awards, among other equity awards. Time-based
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
restricted stock awards generally vest in equal annual installments
over a three-year period on the anniversary of the date of
issuance, subject to continued service to the Company.
Performance-based restricted stock awards generally vest as a lump
sum on the third anniversary of the date of issuance and are
subject to the achievement of certain performance
measures.
Shares of restricted stock granted by the Company are considered to
be legally issued and outstanding as of the date of grant,
notwithstanding that the shares remain subject to risk of
forfeiture if the vesting conditions for such shares are not met,
and are included in the number of shares of Class A common stock
outstanding disclosed on the cover page of this quarterly report on
Form 10-Q as of December 1, 2020. In accordance with
accounting guidance followed by the Company, the financial
statement presentation excludes unvested shares of restricted Class
A common stock, as restricted shares are treated as issued and
outstanding for financial statement presentation purposes only
after such shares have vested and, therefore, have ceased to be
subject to a risk of forfeiture. As of October 31, 2020,
November 2, 2019 and February 1, 2020 there were
4.6 million, 3.4 million and 3.4 million,
respectively, of unvested shares of restricted stock. Accordingly,
as of October 31, 2020, November 2, 2019 and
February 1, 2020 there were 69.8 million,
71.3 million and 67.7 million, respectively, of shares of
Class A common stock, including unvested restricted shares, legally
issued and outstanding.
Restricted Cash
Restricted cash of $156.7 million, $14.1 million and $14.1 million
as of October 31, 2020, November 2, 2019 and
February 1, 2020, respectively, consists primarily of bank
deposits that collateralize the Company's obligations to vendors
and landlords.
The following table provides a reconciliation of cash, cash
equivalents and restricted cash in the condensed consolidated
balance sheets to total cash, cash equivalents and restricted cash
in the condensed consolidated statements of cash flows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
2020 |
|
November 2,
2019 |
|
February 1,
2020 |
Cash and cash equivalents |
|
$ |
445.9 |
|
|
$ |
290.3 |
|
|
$ |
499.4 |
|
Restricted cash |
|
140.7 |
|
|
0.3 |
|
|
0.3 |
|
Long-term restricted cash |
|
16.0 |
|
|
13.8 |
|
|
13.8 |
|
Total cash, cash equivalents and restricted cash in the statements
of cash flows |
|
$ |
602.6 |
|
|
$ |
304.4 |
|
|
$ |
513.5 |
|
Assets Held-for-Sale
The Company's corporate aircraft was classified as assets
held-for-sale as of November 2, 2019 and February 1, 2020,
which had an estimated fair value, less costs to sell, of $12.8
million and $11.8 million, respectively. The Company
recognized impairment charges of $3.2 million on the corporate
aircraft during the 39 weeks ended October 31, 2020, which was
partially attributable to recent economic impacts associated with
the COVID-19 pandemic. On June 5, 2020, the Company sold its
corporate aircraft with net cash proceeds from the sale totaling
$8.6 million, net of costs to sell. No gain or loss on the
sale of the aircraft was recognized.
Property and Equipment, Net
Accumulated depreciation related to the Company's property and
equipment totaled $1,175.3 million, $1,230.4 million and
$1,190.1 million as of October 31,
2020, November 2, 2019 and February 1, 2020,
respectively.
The Company periodically reviews its property and equipment when
events or changes in circumstances indicate that its carrying
amounts may not be recoverable or its depreciation or amortization
periods should be accelerated. The Company assesses recoverability
based on several factors, including its intention with respect to
its stores and those stores’ projected undiscounted cash flows. An
impairment loss is recognized for the amount by which the carrying
amount of the assets exceeds its fair value, determined based on an
estimate of discounted future cash flows. Impairment losses were
recorded totaling $1.0 million during the 39 weeks ended
October 31, 2020. Impairment losses were recorded totaling
$3.6 million during the 13 and 39 weeks ended November 2,
2019.
Share Repurchases
During the third quarter of fiscal 2019, we executed a series of
open market repurchases for an aggregate of 22.6 million
shares of our Class A common stock totaling $115.7 million,
including fees and commissions. Included in these amounts are
repurchases of 0.3 million shares for $1.7 million that
were initiated prior to November 2, 2019, but not settled
until the fourth quarter of fiscal 2019.
Discontinued Operations and Dispositions
On September 25, 2019, we sold our Simply Mac business to Cool
Holdings, Inc. for total consideration of $12.9 million
subject to customary post-closing adjustments. The consideration
consisted of $5.2 million in cash and a note receivable of
$7.7 million,
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
which was amended during the first quarter of fiscal 2020 to revise
the amount to $1.3 million. We recognized a loss on sale
during the third quarter of fiscal 2019 of $1.3 million, net
of tax. Subsequently, during the fourth quarter of fiscal 2019, we
fully reserved the $7.7 million note receivable due to the
buyer's failure to make scheduled payments. We recognized a total
loss on sale of $9.1 million, net of tax, during fiscal
2019.
During the fourth quarter of fiscal 2018, the Company sold its
Spring Mobile business. The historic results of Spring Mobile are
presented as discontinued operations, which primarily consist of
residual wind-down costs for all periods presented. The net loss
from discontinued operations for the 13 weeks ended October 31,
2020 and November 2, 2019 consisted of $0.0 million and
$0.2 million in selling, general and administrative expenses,
respectively. The net loss from discontinued operations for the 39
weeks ended October 31, 2020 and November 2, 2019 consisted of
$1.2 million and $3.2 million in selling, general and
administrative expenses, respectively and $0.3 million and
$0.6 million in income tax benefit, respectively.
Adoption of New Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board ("FASB")
issued ASU 2016-13, Financial Instruments - Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments, which
was further updated and clarified by the FASB through the issuance
of additional related ASUs. This ASU requires financial assets
measured at amortized cost to be presented at the net amount to be
collected with the recognition of an allowance for credit losses
expected to be incurred over an asset's lifetime based on relevant
information about past events, current conditions and reasonable
and supportable forecasts. ASU 2016-13 is effective for fiscal
years beginning after December 15, 2019, including interim periods
within those fiscal years. The Company adopted this new standard,
effective February 2, 2020, using the modified-retrospective
approach. The adoption of this standard did not have a material
impact on the Company's consolidated financial
statements.
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic
740): Simplifying the Accounting for Income Taxes. This standard is
intended to simplify the accounting and disclosure requirements for
income taxes by eliminating various exceptions in accounting for
income taxes as well as clarifying and amending existing guidance
to improve consistency in application of ASC 740. The provisions of
ASU 2019-12 are effective for fiscal years beginning after December
15, 2021, with early adoption permitted. The Company is currently
evaluating the impact that ASU 2019-12 will have on its
consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform
(Topic 848): Facilitation of the Effects of Reference Rate Reform
on Financial Reporting. This standard provides practical expedients
for contract modifications with the transition from reference
rates, such as LIBOR, that are expected to be discontinued. This
guidance is applicable for the Company's revolving line of credit,
which uses LIBOR as a reference rate. The provisions of ASU 2020-04
are effective as of March 12, 2020 and may be adopted prospectively
through December 31, 2022. The Company is currently evaluating the
impact that ASU 2020-04 will have on its consolidated financial
statements.
2. COVID-19 Impacts
The near-term macroeconomic conditions continue to be adversely
impacted by the emergence of a novel coronavirus, identified as
COVID-19, which was declared a global pandemic by the World Health
Organization in March 2020. In efforts to mitigate the continued
spread of the virus, numerous governments in geographies where the
Company operates have imposed quarantines, stay-at-home orders,
travel restrictions and other similar measures in attempts to limit
physical human interaction, referred to as social distancing. To
comply with these measures, the Company temporarily closed or
limited store operations across all of its operating regions at
various times throughout fiscal 2020 to date.
During the first half of 2020, the Company temporarily closed
stores at various times across Europe, Canada and New Zealand. In
the United States, all storefronts were temporarily closed to
customers, however, the Company continued to process orders by
offering curbside pick-up, ship from store and e-commerce delivery
options in many of its stores. These temporary store closures began
in late March 2020 and by the end of fiscal June 2020, 98% of the
Company's stores globally were open to the public following the
implementation of the highest level of health and safety protocols
recommended by the federal and local health and governmental
authorities. GameStop's store locations in Australia remained
opened to the public during the first half of fiscal 2020 and were
not negatively impacted during this period by the COVID-19
restrictions as the Company's other segments and New Zealand.
During the third quarter of fiscal 2020, the substantial majority
of the Company's stores were open, with approximately 15% of the
Company's stores in Australia temporarily closed for approximately
four weeks due to an outbreak of COVID-19.
Additionally, starting in late October 2020, as COVID-19 cases
began to escalate in regions around the world, all of the Company's
stores in France and Ireland were temporarily closed as required by
federal governmental authorities, while certain of our stores in
Canada, Australia and Austria closed temporarily starting in early
to mid-November. Although certain stores remain closed, some of the
Company's stores in France, Ireland, Canada and Australia are
offering curbside pick-up. The Company remains vigilant in its
compliance with COVID-19 regulations across its operating regions,
and as such has reverted a minor number of store operations in the
United States in early November to curbside pick-up
only.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Impact on Operating Results and Asset Recoverability
While the gaming industry has not been as severely impacted as
certain other consumer businesses, store closures during the
stay-at-home orders have adversely impacted the Company's results
of operations during the 13 and 39 weeks ended October 31, 2020. In
response, the Company has taken proactive measures to align
inventory purchases with demand, reduce discretionary spending and
earlier in fiscal 2020 instituted temporary pay reductions to
partially offset the impact of store closures.
During the 39 weeks ended October 31, 2020, the Company incurred
$23.3 million to mitigate the impact of the COVID-19 pandemic
including incremental wage payments to hourly associates to help
offset lost wages due to store closures, enhanced cleaning measures
and expanded use of personal protective equipment at its stores,
shared service centers and distribution centers across all
geographies where the Company operates.
The aggregation of these events caused the Company to reassess
potential impairments of long-lived assets, primarily consisting of
store-level property and equipment and right-of-use assets under
existing operating leases. As a result of this asset impairment
analysis, during the 39 weeks ended October 31, 2020 the Company
recognized impairment charges of $1.6 million. In addition,
during the 39 weeks ended October 31, 2020, the Company recognized
impairment charges of $3.2 million for its corporate aircraft,
which was partially attributable to the economic impacts associated
with the COVID-19 pandemic. The corporate aircraft was sold during
the second quarter of fiscal 2020 for $8.6 million, net of
costs to sell. See Note 1, "General Information" for further
details.
During the 39 weeks ended October 31, 2020 the Company continued to
assess the likelihood of realizing the benefits of its deferred tax
assets. The Company assesses the realizability of its deferred tax
assets using several factors, including the weight of all available
evidence, which takes into consideration cumulative book losses
recognized, projections of future taxable income in certain
jurisdictions and other factors. While the Company's view of the
longer-term operating outlook has not been significantly impacted
by COVID-19, its ability to recover these deferred tax assets
depends on several factors, including the Company's short and
long-term results of operations. As a result of this analysis, the
Company maintains valuation allowances of approximately
$187.9 million on the majority of its U.S. and foreign net
deferred tax assets as of October 31, 2020. See Note 10,
“Income Taxes" for further information.
The Company evaluated its accounts receivable, which are mainly
comprised of bankcard receivables and vendor allowances. Given the
nature of these receivables and the credit worthiness of the
applicable payees, the COVID-19 pandemic did not significantly
impact the estimates of allowances for doubtful
accounts.
The Company also evaluated its merchandise inventories, which are
carried at the lower of cost or market generally using the average
cost method. The Company is required to record valuation
adjustments to inventory to reflect potential obsolescence or
over-valuation as a result of cost exceeding market. In valuing
inventory, the Company considers quantities on hand, recent sales,
potential price protections, returns to vendors and other factors.
Given the nature of the Company's products and the temporary store
closures between March and June 2020, the COVID-19 pandemic did not
significantly impact its estimates of inventory
valuation.
Liquidity and Other Impacts
As of October 31, 2020, the Company had total unrestricted
cash on hand of $445.9 million and an additional
$175.4 million of available borrowing capacity under its
revolving credit facilities. See Note 6, "Debt," for further
information. As mentioned above, the Company has taken actions to
align expenses and inventory levels given the impacts of the
current operating environment and has projected it will have
adequate liquidity for the next 12 months and the foreseeable
future to maintain normal operations. Additionally, during the
second quarter of fiscal 2020, the Company completed an exchange
offer for a portion of its unsecured senior notes due in March 2021
resulting in the replacement of 52% of such notes (based on
aggregate principal amount) for newly issued secured senior notes
due in March 2023. See Note 6, "Debt," for further details on the
exchange offer and related impacts to scheduled debt maturities.
See Note 11, "Subsequent Events," for information regarding the
Company's notice of redemption to redeem $125.0 million of its
outstanding 2021 Senior Notes.
On March 27, 2020, the U.S. government enacted the Coronavirus Aid,
Relief, and Economic Security Act (the “CARES Act”), which among
other things, provides employer payroll tax credits for wages paid
to employees who are unable to work during the COVID-19 pandemic
and options to defer the Company's share of Social Security payroll
taxes. The Company qualified for the deferral of payroll and other
tax payments and, as a result, it has deferred, and continues to
defer payroll taxes and other tax payments through the end of the
calendar year 2020. The payment of these deferred amounts are
required to be made in 2021 and 2022 calendar years. These
deferrals are included in accrued liabilities and other current
liabilities within the Company's unaudited condensed consolidated
balance sheets. In addition, the Company's French subsidiary
obtained €20.0 million of unsecured term loans in the second
quarter of fiscal 2020 and another €20.0 million of unsecured
term loans in the third quarter of fiscal 2020, 90% of which are
guaranteed by the French government pursuant to a state guaranteed
loan program instituted in connection with the COVID-19 pandemic.
See Note 6, "Debt" for further information.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
During the 13 and 39 weeks ended October 31, 2020, the Company
received $9.7 million and $18.8 million, respectively, of
COVID-19-related rent concessions comprised of rent abatements and
rent deferrals. The Company applied lease modification guidance to
any concession arrangement that extended the term of the lease and
substantially altered future cash flows. The Company elected, as
permitted by the guidance issued by the FASB during the COVID-19
pandemic, to not use lease modification accounting for all rent
concessions including any rent abatements related to leases not
subject to an extension of the original terms. For these leases,
which represented most of the leases subject to COVID-19-related
rent concessions, the Company reduced rent expense in the later of
the month in which the landlord issued the rent concession or the
month for which the rent concession related. For rent concessions
in the form of lease payment deferrals, the liability for these
rent amounts will remain on the balance sheet until
paid.
The COVID-19 pandemic remains an evolving situation and its impact
on the Company's business, operating results, cash flows and
financial conditions will depend on the geographies impacted by the
virus, the ongoing economic effect of the pandemic, the additional
economic stimulus programs introduced by governments, and the
timing of the post-pandemic economic recovery. Even as the Company
continues to comply with all governmental health and safety
requirements for its associates and customers while resuming and
maintaining substantially full operations, the persistence and
potential resurgence of the COVID-19 pandemic may require the
Company to temporarily close stores again in future periods or
introduce modified operating schedules and may impact customer
behaviors, including a potential reduction in consumer
discretionary spending. These developments could increase asset
recovery and valuation risks. Further, the uncertainties in the
global economy could impact the financial viability of the
Company's suppliers, which may interrupt the Company's supply chain
and require other changes to operations. In light of the foregoing,
the extent and duration of the COVID-19 pandemic, and responses of
governments, customers, suppliers and other third parties, may
materially adversely impact the Company's business, financial
condition, results of operations and cash flows.
3. Revenue
At the end of fiscal 2019, the Company revised the categories of
its similar products, as presented below, to better align with
management's view of the business. Prior periods have been
reclassified to conform to the current period presentation. Net
sales by significant product category for the periods indicated is
as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
39 Weeks Ended |
|
|
October 31, 2020 |
|
November 2, 2019 |
|
October 31, 2020 |
|
November 2, 2019 |
Hardware and accessories
(1)
|
|
$ |
413.4 |
|
|
$ |
546.0 |
|
|
$ |
1,368.1 |
|
|
$ |
1,757.4 |
|
Software
(2)
|
|
444.4 |
|
|
730.6 |
|
|
1,247.9 |
|
|
2,022.0 |
|
Collectibles
|
|
146.9 |
|
|
161.9 |
|
|
351.7 |
|
|
492.5 |
|
Total |
|
$ |
1,004.7 |
|
|
$ |
1,438.5 |
|
|
$ |
2,967.7 |
|
|
$ |
4,271.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
__________________________________________________
(1) Includes sales of new and pre-owned
hardware, accessories, hardware bundles in which hardware and
digital or physical software are sold together in a single SKU,
interactive game figures, strategy guides, mobile and consumer
electronics, and the operations of Simply Mac stores, which were
sold in September 2019.
(2) Includes sales of new and pre-owned
video game software, digital software and PC entertainment
software.
See Note 9, "Segment Information," for net sales by geographic
location.
Performance Obligations
The Company has arrangements with customers where its performance
obligations are satisfied over time, which primarily relate to
extended warranties and its
Game Informer®
magazine. Revenues do not include sales tax or other taxes
collected from customers. The Company expects to recognize revenue
in future periods for remaining performance obligations it has
associated with unredeemed gift cards, trade-in credits,
reservation deposits and its PowerUp Rewards loyalty program
(collectively, "unredeemed customer liabilities"), extended
warranties and subscriptions to its
Game Informer®
magazine.
Performance obligations associated with unredeemed customer
liabilities are primarily satisfied at the time customers redeem
gift cards, trade-in credits, customer deposits or loyalty program
points for products offered by the Company. Unredeemed customer
liabilities are generally redeemed within one year of issuance. As
of October 31, 2020 and November 2, 2019, the Company's
unredeemed customer liabilities totaled $326.2 million and
$250.5 million, respectively.
The Company offers extended warranties on certain new and pre-owned
video game products with terms generally ranging from 12 to 24
months, depending on the product. Revenues for extended warranties
sold are recognized on a straight-line basis over the life of the
contract. As of October 31, 2020 and November 2, 2019,
the Company's deferred revenue liability related to extended
warranties totaled $47.7 million and $58.9 million,
respectively.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Performance obligations associated with subscriptions to
Game Informer®
magazine are satisfied when monthly magazines are delivered in
print form or made available in digital format. The significant
majority of customer subscriptions are for 12 monthly issues. As of
October 31, 2020 and November 2, 2019, the Company had
deferred revenue of $30.7 million and $39.2 million,
respectively, associated with
Game Informer®
magazine.
Significant Judgments and Estimates
The Company accrues PowerUp Rewards loyalty points at the estimated
retail price per point, net of estimated breakage, which can be
redeemed by loyalty program members for products offered by the
Company. The estimated retail price per point is based on the
actual historical retail prices of product(s) purchased through the
redemption of loyalty points. The Company estimates breakage of
loyalty points and unredeemed gift cards based on historical
redemption rates.
Contract Balances
The Company's contract liabilities primarily consist of unredeemed
customer liabilities and deferred revenues associated with extended
warranties and subscriptions to
Game Informer®
magazine. The opening balance, current period changes and ending
balance of the Company's contract liabilities are as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2020 |
|
November 2, 2019 |
|
|
Contract liability beginning balance |
|
$ |
339.2 |
|
|
$ |
376.9 |
|
|
|
|
|
|
|
|
|
|
Increase to contract liabilities
(1)
|
|
562.2 |
|
|
677.1 |
|
|
|
Decrease to contract liabilities
(2)
|
|
(496.5) |
|
|
(705.0) |
|
|
|
Other adjustments
(3)
|
|
(0.3) |
|
|
(0.4) |
|
|
|
Contract liability ending balance |
|
$ |
404.6 |
|
|
$ |
348.6 |
|
|
|
__________________________________________________
(1) Includes issuances of gift cards,
trade-in credits and loyalty points, new reservation deposits, new
subscriptions to
Game Informer®
and extended warranties sold.
(2) Includes redemptions of gift cards,
trade-in credits, loyalty points and customer deposits as well as
revenues recognized for
Game Informer®
and extended warranties. During the 39 weeks ended October 31,
2020, there were $36.6 million of gift cards redeemed that
were outstanding as of February 1, 2020. During the 39 weeks ended
November 2, 2019, there were $47.3 million of gift cards
redeemed that were outstanding as of February 2, 2019.
(3) Primarily includes foreign currency
translation adjustments.
4. Fair Value Measurements and Financial
Instruments
Fair value is defined as the price that would be received from
selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
Applicable accounting standards require disclosures that categorize
assets and liabilities measured at fair value into one of three
different levels depending on the observability of the inputs
employed in the measurement. Level 1 inputs are quoted prices
in active markets for identical assets or liabilities. Level 2
inputs are observable inputs other than quoted prices included
within Level 1 for the asset or liability, either directly or
indirectly through market-corroborated inputs. Level 3 inputs
are unobservable inputs for the asset or liability reflecting the
Company's assumptions about pricing by market
participants.
Assets and Liabilities that are Measured at Fair Value on a
Recurring Basis
Assets and liabilities that are measured at fair value on a
recurring basis include the Company's foreign currency contracts,
Company-owned life insurance policies with a cash surrender value,
and certain nonqualified deferred compensation
liabilities.
The Company values its foreign currency contracts, life insurance
policies with cash surrender values and certain nonqualified
deferred compensation liabilities based on Level 2 inputs
using quotations provided by major market news services, such
as
Bloomberg,
and industry-standard models that consider various assumptions,
including quoted forward prices, time value, volatility factors,
and contractual prices for the underlying instruments, as well as
other relevant economic measures, all of which are observable in
active markets. When appropriate, valuations are adjusted to
reflect credit considerations, generally based on available market
evidence.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
The Company's assets and liabilities measured at fair value on a
recurring basis as of October 31, 2020, November 2, 2019
and February 1, 2020, utilize Level 2 inputs and include the
following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2020 |
|
|
|
November 2, 2019 |
|
|
|
February 1, 2020 |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency contracts(1)
|
|
$ |
1.3 |
|
|
|
|
$ |
1.2 |
|
|
|
|
$ |
1.4 |
|
|
|
Company-owned life insurance(2)
|
|
3.2 |
|
|
|
|
16.2 |
|
|
|
|
4.1 |
|
|
|
Total assets |
|
$ |
4.5 |
|
|
|
|
$ |
17.4 |
|
|
|
|
$ |
5.5 |
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency contracts(3)
|
|
$ |
3.2 |
|
|
|
|
$ |
0.5 |
|
|
|
|
$ |
0.3 |
|
|
|
Nonqualified deferred compensation(3)
|
|
1.0 |
|
|
|
|
0.8 |
|
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
4.2 |
|
|
|
|
$ |
1.3 |
|
|
|
|
$ |
1.3 |
|
|
|
__________________________________________________
(1) Recognized in prepaid expenses and
other current assets in the Company's unaudited condensed
consolidated balance sheets.
(2) Recognized in other non-current assets
in the Company's unaudited condensed consolidated balance
sheets.
(3) Recognized in accrued liabilities and
other current liabilities in the Company's unaudited condensed
consolidated balance sheets.
The Company uses forward exchange contracts to manage currency risk
primarily related to intercompany loans and third party accounts
payable denominated in non-functional currencies. These foreign
currency contracts are not designated as hedges and, therefore,
changes in the fair values of these derivatives are recognized in
earnings, thereby offsetting the current earnings effect of the
re-measurement of related balances denominated in foreign
currencies. The total gross notional value of derivatives related
to the Company's foreign currency contracts was $262.3 million,
$147.1 million and $144.6 million as of October 31, 2020,
November 2, 2019 and February 1, 2020,
respectively.
Activity related to the trading of derivative instruments and the
offsetting impact of related balances denominated in foreign
currencies recognized in selling, general and administrative
expense is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
39 Weeks Ended |
|
|
October 31,
2020 |
|
November 2,
2019 |
|
October 31,
2020 |
|
November 2,
2019 |
Gains (losses) on the changes in fair value of derivative
instruments |
|
$ |
0.6 |
|
|
$ |
0.4 |
|
|
$ |
(4.6) |
|
|
$ |
3.2 |
|
(Losses) gains on the re-measurement of related intercompany loans
and third-party accounts payable denominated in foreign
currencies |
|
(0.5) |
|
|
0.1 |
|
|
4.7 |
|
|
(2.7) |
|
Net gains |
|
$ |
0.1 |
|
|
$ |
0.5 |
|
|
$ |
0.1 |
|
|
$ |
0.5 |
|
The Company does not use derivative financial instruments for
trading or speculative purposes. The Company is exposed to
counterparty credit risk on all of its derivative financial
instruments and cash equivalent investments. The Company
manages counterparty risk according to the guidelines and controls
established under comprehensive risk management and investment
policies. The Company continuously monitors its counterparty
credit risk and utilizes a number of different counterparties to
minimize its exposure to potential defaults. The Company does
not require collateral under derivative or investment
agreements.
Assets that are Measured at Fair Value on a Non-recurring
Basis
Assets that are measured at fair value on a non-recurring basis
relate primarily to property and equipment and other intangible
assets, which are remeasured when the estimated fair value is below
its carrying value. For these assets, the Company does not
periodically adjust carrying value to fair value; rather, when it
determines that impairment has occurred, the carrying value of the
asset is reduced to its fair value.
During the 39 weeks ended October 31, 2020 and November 2,
2019, the Company recognized impairment charges totaling
$1.6 million and $3.6 million, respectively, associated
with store-level assets, to reflect their fair values of zero.
During the 39 weeks ended October 31, 2020 and November 2,
2019, the Company also recognized impairment charges of
$3.2 million and $7.7 million, respectively, related to
its corporate aircraft to reflect its fair value of
$8.6 million and $12.8 million as of October 31,
2020 and November 2, 2019, respectively. The corporate
aircraft was classified as assets held-for-sale in our unaudited
condensed consolidated balance sheets as of November 2, 2019
and February 1, 2020. The company sold its corporate aircraft
on June 5, 2020.
Other Fair Value Disclosures
The carrying values of the Company's cash equivalents, receivables,
net, accounts payable and short-term borrowings approximate their
fair values due to their short-term maturities.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
As of October 31, 2020 the Company's unsecured 6.75% senior
notes due in 2021 had a net carrying value of $197.9 million and a
fair value of $197.9 million, and its secured 10.00% senior notes
due in 2023 had a net carrying value of $216.0 million and a fair
value of $216.4 million. The fair values of the Company's senior
notes were determined based on observable inputs (Level 2),
including quoted market prices obtained through an external pricing
source which derives its price valuations from daily marketplace
transactions, adjusted to reflect the spreads of benchmark bonds,
credit risk and certain other variables.
5. Leases
The Company conducts the substantial majority of its business with
leased real estate properties, including retail stores, warehouse
facilities and office space. The Company also leases certain
equipment and vehicles. These are generally leased under
noncancelable agreements and include various renewal options for
additional periods. These agreements generally provide for minimum,
and in some cases, percentage rentals, and require the Company to
pay insurance, taxes and other maintenance costs. Percentage
rentals are based on sales performance in excess of specified
minimums at various stores and are accounted for in the period in
which the amount of percentage rentals can be accurately estimated.
All of the Company's lease agreements are classified as operating
leases.
Effective February 3, 2019, the Company adopted ASC 842, Leases.
Under ASC 842, fixed payments associated with its operating leases
are included in operating lease right-of-use ("ROU") assets and
both current and noncurrent operating lease liabilities on the
balance sheet. The Company determines if an arrangement is
considered a lease at inception. ROU assets are recognized on the
commencement date based on the present value of future minimum
lease payments over the lease term, including reasonably certain
renewal options. As the rate implicit in the lease is not readily
determinable for most leases, the Company utilizes its incremental
borrowing rate ("IBR") to determine the present value of future
payments. The incremental borrowing rate represents a significant
judgment that is based on an analysis of the Company's credit
rating, country risk, corporate bond yields, the effect of
collateralization, as well as comparison to its borrowing rates.
For real estate leases, the Company does not separate the
components of a contract, thus its future payments include minimum
rent payments and fixed executory costs. For non-real estate
leases, future payments include only fixed minimum rent payments.
The Company records the amortization of ROU assets and the
accretion of lease liabilities as a single lease cost on a
straight-line basis over the lease term, which includes option
terms the Company is reasonably certain to exercise. The Company
recognizes cash or lease incentives as a reduction to the ROU
asset. ROU assets are assessed for impairment in accordance with
the Company's long-lived asset impairment policy, which is
performed periodically or when events or changes in circumstances
indicate that the carrying amount may not be
recoverable.
In July of 2020, the Company sold, in separate unrelated
transactions, to unaffiliated third parties: i) its corporate
headquarters and ancillary office space in Grapevine, Texas for
$28.5 million, net of costs to sell and ii) a nearby
refurbishment center for $15.2 million, net of costs to sell.
The net proceeds from the sale of these assets will be used for
general corporate purposes. As a result of these transactions, a
gain on sale of assets of $11.3 million was recognized, which
is included in the Company's unaudited condensed consolidated
statement of operations in gain on sale of assets for the 39 weeks
ended October 31, 2020.
In connection with each of the sales, the Company leased-back from
the applicable purchasers its corporate headquarters for an initial
term of ten years, and the ancillary office space and refurbishment
center for two years. The leaseback agreement for the corporate
headquarters contains three renewal periods of five years each; the
Company recognized only the initial term of the lease as part of
its right-of-use asset and lease liability for the corporate
headquarters. The other facilities do not contain a renewal option.
The annual rent for the corporate headquarters will start at
$1.7 million, plus taxes, utilities, management fees and other
operating and maintenance expenses and will increase by 2.25% per
year. The annual rent for the other facilities will be
$1.3 million with no rent escalation, plus taxes, utilities,
management fees and other operating and maintenance expenses. These
leaseback agreements are accounted for as operating
leases.
With respect to the leaseback of the corporate headquarters, the
Company agreed to provide a letter of credit to the buyer-lessor
within 18 months from the closing date to secure the Company's
lease obligation. Given that the purchase price of the corporate
headquarters was reduced by $2.8 million to account for the
deferred issuance of this letter of credit, as of October 31,
2020 the Company recognized a contract asset for the same amount
within “prepaid expenses and other current assets” representing the
variable consideration on the purchase price. Upon delivering the
letter of credit, the Company will be entitled to a rent credit of
an equivalent amount. This variable consideration is included in
the total gain on sale of assets recognized during the second
quarter of 2020.
In August 2020, the Company sold its Australian headquarters in
Eagle Farm, Queensland to an unrelated party for approximately
$27.0 million, net of costs to sell, and immediately leased
back the facility for a term of ten years on market rate terms at
an average annual base rent of $1.7 million, plus taxes,
utilities, management fees and other operating and maintenance
expenses. Additionally, in September 2020, the Company sold its
Canadian headquarters in Brampton, Ontario for approximately
$16.7 million, net of costs to sell, and leased back the
facility for a term of five years on market rate terms at an
average annual base rent of $0.9 million, plus taxes,
utilities, management fees and other operating and maintenance
expenses. The Company recognized only the initial term of the lease
as part of its right-of-use asset and lease liability for both the
Australian and Canadian headquarters. The net proceeds from the
sale of these assets will be used for general
corporate
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
purposes. As a result of these transactions, a gain on sale of
assets of $21.1 million was recognized, which is included in
the Company's unaudited condensed consolidated statement of
operations in gain on sale of assets for the 13 and 39 weeks ended
October 31, 2020.
Rent expense under operating leases was as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
39 Weeks Ended |
|
|
October 31,
2020 |
|
November 2,
2019 |
|
October 31,
2020 |
|
November 2,
2019 |
Operating lease cost |
|
$ |
73.4 |
|
|
$ |
86.6 |
|
|
$ |
233.7 |
|
|
$ |
257.8 |
|
Variable lease cost
(1)
|
|
20.2 |
|
|
23.1 |
|
|
60.3 |
|
|
72.2 |
|
Total rent expense |
|
$ |
93.6 |
|
|
$ |
109.7 |
|
|
$ |
294.0 |
|
|
$ |
330.0 |
|
_____________________________________________
(1) Variable lease cost primarily includes
percentage rentals and variable executory costs.
During the 39 weeks ended October 31, 2020 and November 2,
2019, the Company had cash outflows of $193.7 million and
$223.0 million, respectively, associated with operating
leases. Refer to Note 2, "COVID-19 Impacts" as it pertains to
impacts of rent obligations due to COVID-19. The Company recognized
$82.2 million and $147.3 million during the 39 weeks
ended October 31, 2020 and November 2, 2019, respectively, of
ROU assets that were obtained in exchange for operating lease
obligations. During the 39 weeks ended October 31, 2020,
$0.6 million of store-level ROU asset impairment charges were
recognized. The Company did not record any impairment charges
related to ROU assets during the 13 weeks ended October 31, 2020 or
the 13 and 39 weeks ended November 2, 2019.
The weighted-average remaining lease term, which includes
reasonably certain renewal options, and the weighted-average
discount rate for operating leases included in the measurement of
the Company's lease liabilities, as of October 31, 2020,
November 2, 2019, and February 1, 2020, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2020 |
|
November 2, 2019 |
|
February 1, 2020 |
Weighted-average remaining lease term (years)(1)
|
|
4.5 |
|
4.5 |
|
4.7 |
Weighted-average discount rate |
|
5.1 |
% |
|
4.4 |
% |
|
4.1 |
% |
_____________________________________________
(1) The weighted-average remaining lease
term is weighted based on the lease liability balance for each
lease as of October 31, 2020, November 2, 2019 and
February 1, 2020. This weighted average calculation differs
from the Company's simple average remaining lease term due to the
inclusion of reasonably certain renewal options and the effect of
the lease liability value of longer term leases.
Expected lease payments associated with the Company's operating
lease liabilities, excluding percentage rentals, as of
October 31, 2020, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
|
Operating Leases
(1)
|
Remainder of Fiscal Year 2020, as of October 31, 2020 |
|
$ |
71.8 |
|
Fiscal Year 2021 |
|
217.2 |
|
Fiscal Year 2022 |
|
150.4 |
|
Fiscal Year 2023 |
|
103.3 |
|
Fiscal Year 2024 |
|
73.2 |
|
Thereafter |
|
126.6 |
|
Total remaining lease payments |
|
742.5 |
|
Less: Interest |
|
(72.9) |
|
Present value of lease liabilities
(2)
|
|
$ |
669.6 |
|
_______________________________________________________________
(1) Operating lease payments exclude legally
binding lease payments for leases signed but not yet
commenced.
(2) The present value of lease liabilities
consist of $212.9 million classified as current portion of
operating lease liabilities and $456.7 million classified as
long-term operating lease liabilities.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
6. Debt
The carrying value of the Company's debt is comprised as follows
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2020 |
|
November 2, 2019 |
|
February 1, 2020 |
Revolving credit facility expiring November 2022 |
$ |
25.0 |
|
|
$ |
— |
|
|
$ |
— |
|
French term loans due June 2021(1)
|
23.3 |
|
|
— |
|
|
— |
|
French term loans due October 2021(1)
|
23.3 |
|
|
— |
|
|
— |
|
2021 Senior Notes principal amount |
198.2 |
|
|
421.4 |
|
|
421.4 |
|
2023 Senior Notes principal amount |
216.4 |
|
|
— |
|
|
— |
|
Less: Senior Notes unamortized debt financing costs |
(0.7) |
|
|
(2.0) |
|
|
(1.6) |
|
Total debt, net(2)
|
$ |
485.5 |
|
|
$ |
419.4 |
|
|
$ |
419.8 |
|
Less: short-term debt and current portion of long-term
debt(3)
|
(269.5) |
|
|
— |
|
|
— |
|
Long-term debt, net |
$ |
216.0 |
|
|
$ |
419.4 |
|
|
$ |
419.8 |
|
_______________________________________________________________
(1) These term loans may be extended,
subject to specified conditions, for up to
five additional years at Micromania SAS's
request.
(2) During the second quarter of fiscal
2020, the Company's wholly-owned subsidiary, Micromania SAS,
obtained an unsecured credit facility. No amounts have been drawn
under this facility through October 31, 2020, and this
facility expires in January 2021.
(3) Includes advances under the revolving
credit facility expiring November 2022, the French term loans due
June 2021 and October 2021, and the 2021 Senior Notes, net of the
associated unamortized debt financing costs. See Note 11,
"Subsequent Events" for details regarding the scheduled redemption
of a portion of our 2021 Senior Notes.
Senior Notes
2023 Senior Notes.
In July 2020, the Company issued approximately $216.4 million
aggregate principal amount of 10.00% senior notes due March 15,
2023 (the "2023 Senior Notes") in exchange for an equal aggregate
principal amount of its 6.75% senior notes due March 15, 2021 (the
"2021 Senior Notes"). Interest is payable on the 2023 Senior Notes
semi-annually in arrears on March 15 and September 15 of each
year.
The Company incurred approximately $7.4 million in fees and
expenses in connection with the exchange, consisting primarily of
bank and legal fees, which are included in selling, general and
administrative expenses in the Company's condensed consolidated
statements of operations for the 39 weeks ended October 31,
2020.
The Company's obligations under the 2023 Senior Notes are fully and
unconditionally guaranteed on a senior secured basis by most of its
domestic subsidiaries. The 2023 Senior Notes and the related
guarantees are secured by first-priority liens on most of the
Company's and the guarantors’ assets, other than Excluded Property
and ABL Priority Collateral (each as defined in the indenture
governing the 2023 Senior Notes), and by second-priority liens on
the ABL Priority Collateral (which generally includes most of the
Company's and the guarantors’ credit card receivables, accounts
receivable, payment intangibles, inventory, pledged deposit
accounts and related assets), in each case, subject to certain
exceptions and permitted liens.
The indenture governing the 2023 Senior Notes contains restrictions
on the ability of the Company and its restricted subsidiaries to
incur, assume or permit to exist additional indebtedness or
guaranty obligations; declare or pay dividends or redeem or
repurchase capital stock; prepay, redeem or purchase certain
subordinated indebtedness; issue certain preferred stock or similar
equity securities; make loans and certain investments; sell assets;
incur liens; engage in transactions with affiliates; enter into
agreements restricting the ability of subsidiaries to pay
dividends; and engage in mergers, acquisitions and other business
combinations. The 2023 Senior Notes indenture also contains certain
affirmative covenants and events of default.
The 2023 Senior Notes have not been registered under the Securities
Act of 1933, as amended (the "Securities Act") or the securities
laws of any state and may not be offered or sold in the United
States absent registration or an exemption from the registration
requirements of the Securities Act and applicable state securities
laws.
2021 Senior Notes.
In March 2016, the Company issued $475.0 million of 2021 Senior
Notes. Interest is payable on the 2021 Senior Notes semi-annually
in arrears on March 15 and September 15 of each year. The Company
incurred approximately $8.1 million in fees and expenses in
connection with the issuance of the 2021 Senior Notes, which were
capitalized during the first quarter of fiscal 2016 and are being
amortized as interest expense over the term of the 2021 Senior
Notes. In connection with the exchange transaction discussed above,
approximately $0.5 million of these fees and expenses are now
being amortized as interest expense over the term of the 2023
Notes. The 2021 Senior Notes have not been registered under the
Securities Act or the securities laws of any state. The 2021 Senior
Notes were offered in the United States to "qualified institutional
buyers" pursuant to the exemption from registration under Rule 144A
of the Securities Act and in exempted offshore transactions
pursuant to Regulation S under the Securities Act.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
During the 39 weeks ended November 2, 2019, the Company repurchased
$53.6 million of its 2021 Senior Notes in open market
transactions at prices ranging from 99.6% to 101.5% of face
value.
During the 39 weeks ended October 31, 2020, the Company repurchased
$6.8 million of 2021 Senior Notes in open market transactions
at prices ranging from 71.5% to 79.1% of face value, of which
$0.5 million were extinguished as of May 2, 2020, with the
remaining $6.3 million extinguished as of May 21, 2020. In
connection with the exchange transaction described above,
$216.4 million aggregate principal amount of the 2021 Senior
Notes were exchanged for an equal aggregate principal amount of
2023 Senior Notes, and all interest that had accrued on the 2021
Senior Notes that were exchanged was paid through July 6, 2020.
Upon consummation of the exchange transaction and as of
October 31, 2020, $198.2 million aggregate principal amount of
2021 Senior Notes remained outstanding.
In connection with the exchange transaction, the Company entered
into the Fifth Supplemental Indenture governing the 2021 Senior
Notes. The Fifth Supplemental Indenture, which became effective on
July 6, 2020, deleted certain restrictions in the original
indenture relating to asset sales, liens, investments, stock
repurchases, debt incurrence, debt repurchases and
dividends.
Furthermore, the Fifth Supplemental Indenture eliminated certain
events of default related to failures to pay, or acceleration of,
debt (other than the 2021 Senior Notes), breaches of certain
covenants, failure to pay certain judgments and certain events of
bankruptcy, insolvency and reorganization.
On November 10, 2020, the Company issued a notice to redeem, on
December 11, 2020, $125.0 million in aggregate principal
amount of 2021 Senior Notes. See Note 11, "Subsequent Events," for
further details.
Revolving Credit Facility
The Company maintains an asset-based revolving credit facility (the
“Revolver”) with a borrowing base capacity of $420 million and a
maturity date of November 2022. The Revolver also includes a $200
million expansion feature and $100 million letter of credit
sublimit, and allows for an incremental $50 million first-in,
last-out facility. The applicable margins for prime rate loans
range from 0.25% to 0.50% and, for the London Interbank Offered
(“LIBO”) rate loans, range from 1.25% to 1.50%. The Revolver is
secured by substantially all of the assets of the Company and its
domestic subsidiaries, such lien being junior to the lien in
certain of such assets that secure the 2023 Senior
Notes.
Borrowing availability under the Revolver is limited to a borrowing
base which allows the Company to borrow up to 90% of the appraised
value of its inventory (or 92.5% during the period of July 15 and
October 15 of each year), plus 90% of eligible credit card
receivables, net of certain reserves. Letters of credit reduce the
amount available to borrow under the Revolver by an amount equal to
the face value of the letters of credit.
The Company's ability to pay cash dividends, redeem options and
repurchase shares is generally permitted, except under certain
circumstances, including if either (1) excess availability under
the Revolver is less than 20%, or is projected to be within six
months after such payment or (2) excess availability under the
Revolver is less than 15%, or is projected to be within six months
after such payment, and the fixed charge coverage ratio, as
calculated on a pro-forma basis for the prior 12 months, is 1.0:1.0
or less. In the event that excess availability under the Revolver
is at any time less than the greater of (1) $12.5 million or
(2) 10% of the lesser of the total commitment or the borrowing
base, the Company will be subject to a fixed charge coverage ratio
covenant of 1.0:1.0 (the "Availability Reduction").
The Revolver places certain restrictions on the Company and its
subsidiaries, including limitations on asset sales, liens,
investments, loans, guarantees, acquisitions and debt
incurrence.
The per annum interest rate under the Revolver is variable and is
calculated by applying a margin (1) for prime rate loans of
0.25% to 0.50% above the highest of (a) the prime rate of the
administrative agent, (b) the federal funds effective rate
plus 0.50% and (c) the LIBO rate for a one month interest
period as determined on such day plus 1.00%, and (2) for LIBO
rate loans of 1.25% to 1.50% above the LIBO rate. The applicable
margin is determined quarterly as a function of the Company's
average daily excess availability under the facility. In addition,
the Company is required to pay a commitment fee of 0.25% for any
unused portion of the total commitment under the Revolver. As of
October 31, 2020, the applicable margin was 0.25% for prime
rate loans and 1.25% for LIBO rate loans.
The Revolver provides for customary events of default, including
for failure to pay principal or interest when due, failure to
comply with covenants, failure of any material representation or
warranty proving to be true and correct in a material respect,
certain bankruptcy, insolvency or receivership events affecting the
Company or its subsidiaries, defaults relating to certain other
indebtedness, imposition of certain judgments and mergers or the
liquidation of the Company or certain of its subsidiaries. During
the 39 weeks ended October 31, 2020, the Company borrowed $150.0
million and repaid $125.0 million under the Revolver. As of
October 31, 2020, total availability under the Revolver after
giving effect to the Availability Reduction was $152.1 million,
with outstanding borrowings of $25.0 million and outstanding
standby letters of credit of $59.8 million. The Company is
currently in compliance with all covenants in the
Revolver.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
In August 2020, the Company entered into the fourth amendment
(“Fourth Amendment”) to the credit agreement governing the Revolver
(“Credit Agreement”). The foregoing discussion of the Revolver
gives effect to the Fourth Amendment, and the amendments therein
include, but are not limited to the following:
•a
reduction in the amount of the excess availability threshold that
determines whether the Company is subject to a fixed charge
coverage ratio covenant of 1.0:1.0 from the greater of
$30 million and 10% of the borrowing base to the greater of
$12.5 million and 10% of the borrowing base;
•an
increase in the sublimit for the issuances of letters of credit
under the Credit Agreement from $50 million to
$100 million; and
•an
increase in the amount of letters of credit permitted to be issued
separately from, and not pursuant to, the Credit Agreement from
$25 million to (i) up to $150 million for letters of
credit issued for the benefit of borrowers/guarantors under the
Credit Agreement and (ii) up to $75 million for letters of
credit issued for the benefit of foreign subsidiaries, subject to
the understanding that the outstanding amount of letters of credit
issued under the Credit Agreement, combined with the outstanding
amount of letters of credit otherwise permitted by the Credit
Agreement, may not exceed $275 million in the
aggregate.
Letter of Credit Facilities
Separately from the Revolver, the Company maintains uncommitted
letter of credit facilities with certain lenders that provide for
the issuance of letters of credit and bank guarantees, at times
supported by cash collateral. As of October 31, 2020, the
Company had $90.2 million of outstanding letters of credit and
bank guarantees under facilities outside of the
Revolver.
French Term Loans and Credit Facility
During the second and third quarters of fiscal 2020, the Company's
French subsidiary, Micromania SAS, entered into six separate
unsecured term loans for a total of €40.0 million
($46.6 million as of October 31, 2020). The term loans
all bear interest at 0%. Three of the term loans totaling
€20.0 million mature in June 2021 and the other three term
loans totaling €20.0 million mature in October 2021, and all
of them may be extended, subject to specified conditions, for up to
five additional years at Micromania SAS's request. In
connection with any extension, the interest rate would increase to
a rate to be determined at the time of the extension. The French
government has guaranteed 90% of the term loans pursuant to a state
guaranteed loan program instituted in connection with the COVID-19
pandemic.
In addition, Micromania SAS obtained a €20.0 million
($23.3 million as of October 31, 2020) credit facility
that provides for term loans of 10 to 93 days in duration to
support its working capital needs. This facility was scheduled to
expire in June 2021, but in consideration for the issuance of
additional term loans to Micromania SAS in the third quarter of
fiscal 2020, Micromania SAS agreed to accelerate the maturity of
this facility to January 2021. Loans made under this facility
accrue interest at a variable rate tied to the Euro Interbank
Offered Rate plus an applicable margin of 1.5% and are secured by a
pledge of the bank account from which repayments of the loans would
be made. No amounts have been drawn under this facility through
October 31, 2020.
Each of Micromania SAS's term loans and short term credit facility,
as described above, restrict the ability of Micromania SAS to make
distributions and loans to its affiliates, including to the
Company, and include various events that would result in the
automatic acceleration of the loans thereunder, including failure
to pay any principal or interest when due, acceleration of other
indebtedness, a change of control and certain bankruptcy,
insolvency or receivership events.
7. Commitments and
Contingencies
Commitments
During the 39 weeks ended October 31, 2020, there were no material
changes to the Company's commitments as disclosed in its 2019
Annual Report on Form 10-K except as discussed in Note 6,
"Debt."
Contingencies
Legal Proceedings
In the ordinary course of business, the Company is, from time to
time, subject to various legal proceedings, including matters
involving wage and hour employee class actions, stockholder actions
and consumer class actions. The Company may enter into discussions
regarding settlement of these and other types of lawsuits, and may
enter into settlement agreements, if it believes settlement is in
the best interest of its stockholders. The Company does not believe
that any such existing legal proceedings or settlements,
individually or in the aggregate, will have a material effect on
its financial condition, results of operations or
liquidity.
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
8. Earnings Per Share
Basic net income (loss) per common share is computed by dividing
the net income (loss) available to common stockholders by the
weighted-average number of common shares outstanding during the
period. Diluted net income (loss) per common share is computed by
dividing the net income (loss) available to common stockholders by
the weighted-average number of common shares outstanding and
potentially dilutive securities outstanding during the period.
Potentially dilutive securities include stock options and unvested
restricted stock outstanding during the period, using the treasury
stock method. Potentially dilutive securities are excluded from the
computations of diluted earnings per share if their effect would be
antidilutive. A net loss from continuing operations causes all
potentially dilutive securities to be antidilutive. The Company has
certain undistributed stock awards that participate in dividends on
a nonforfeitable basis, however, their impact on earnings per share
under the two-class method is negligible. See Note 1, "General
Information," for information regarding our unvested restricted
stock and shares issued and outstanding.
A reconciliation of shares used in calculating basic and diluted
net loss per common share is as follows (in millions):
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
39 Weeks Ended |
|
October 31,
2020 |
|
November 2,
2019 |
|
October 31,
2020 |
|
November 2,
2019 |
Weighted-average common shares outstanding |
65.2 |
|
|
82.1 |
|
|
64.9 |
|
|
94.8 |
|
Dilutive effect of stock options and restricted stock
awards |
— |
|
|
— |
|
|
— |
|
|
— |
|
Weighted-average diluted common shares outstanding |
65.2 |
|
|
82.1 |
|
|
64.9 |
|
|
94.8 |
|
|
|
|
|
|
|
|
|
Anti-dilutive stock options and restricted stock awards |
4.7 |
|
|
2.3 |
|
|
4.7 |
|
|
2.3 |
|
9. Segment Information
The Company operates its business in four geographic segments:
United States, Canada, Australia and Europe.
The Company identifies segments based on a combination of
geographic areas and management responsibility. Segment results for
the United States include retail operations in 50 states and
Guam; its e-commerce operations;
Game Informer®
magazine; and Simply Mac, which was sold in September 2019. The
United States segment also includes general and administrative
expenses related to the Company's corporate headquarters in
Grapevine, Texas. Segment results for Canada include retail and
e-commerce operations in Canada and segment results for Australia
include retail and e-commerce operations in Australia and New
Zealand. Segment results for Europe include retail and e-commerce
operations in six European countries for the 13 weeks ended October
31, 2020 and ten European countries for the 39 weeks ended October
31, 2020 as well as the 13 and 39 weeks ended November 2,
2019. The Company measures segment profit using operating earnings,
which is defined as income from continuing operations before
intercompany royalty fees, net interest expense and income taxes.
Transactions between reportable segments consist primarily of
royalties, management fees, intersegment loans and related
interest. There were no material intersegment sales during the 13
and 39 weeks ended October 31, 2020 and November 2,
2019.
Segment information for the 13 and 39 weeks ended October 31, 2020
and November 2, 2019 is as follows (in millions):
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|
|
|
|
|
|
|
|
|
|
United
States |
|
Canada |
|
Australia |
|
Europe |
|
Consolidated |
13 weeks ended October 31, 2020 |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
664.5 |
|
|
$ |
55.9 |
|
|
$ |
111.2 |
|
|
$ |
173.1 |
|
|
$ |
1,004.7 |
|
Operating (loss) earnings |
|
(66.8) |
|
|
7.1 |
|
|
10.1 |
|
|
(13.4) |
|
|
(63.0) |
|
13 weeks ended November 2, 2019 |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
987.5 |
|
|
$ |
79.8 |
|
|
$ |
117.0 |
|
|
$ |
254.2 |
|
|
$ |
1,438.5 |
|
Operating loss |
|
(24.2) |
|
|
(3.9) |
|
|
(0.2) |
|
|
(17.3) |
|
|
(45.6) |
|
GAMESTOP CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
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|
|
|
|
|
|
|
|
|
|
United
States |
|
Canada |
|
Australia |
|
Europe |
|
Consolidated |
39 weeks ended October 31, 2020 |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
2,009.3 |
|
|
$ |
137.5 |
|
|
$ |
373.9 |
|
|
$ |
447.0 |
|
|
$ |
2,967.7 |
|
Operating (loss) earnings |
|
(189.6) |
|
|
(3.0) |
|
|
21.2 |
|
|
(85.2) |
|
|
(256.6) |
|
39 weeks ended November 2, 2019 |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
3,010.7 |
|
|
$ |
215.4 |
|
|
$ |
339.8 |
|
|
$ |
706.0 |
|
|
$ |
4,271.9 |
|
Operating loss |
|
(386.1) |
|
|
(16.3) |
|
|
(10.6) |
|
|
(61.8) |
|
|
(474.8) |
|
10. Income Taxes
In response to the COVID-19 pandemic, many governments have enacted
measures to provide aid and economic stimulus. These measures
include deferring the due dates of tax payments and other changes
to their income and non-income-based tax laws as well as providing
direct government assistance through grants and forgivable loans.
The Coronavirus Aid, Relief, and Economic Security Act (the "CARES
Act"), which was enacted on March 27, 2020 in the U.S., includes
measures to assist companies, including temporary changes to income
and non-income-based tax laws. With respect to the CARES Act, the
Company currently expects to benefit from the deferral of certain
payroll taxes through the end of calendar year 2020, the carryback
of a net operating loss for fiscal 2020, the modification of
limitation on business interest and certain technical corrections
with respect to qualified improvement property.
The Company recognized an income tax benefit of $53.9 million for
the 13 weeks ended October 31, 2020 compared to an income tax
expense of $31.6 million for the 13 weeks ended November 2, 2019.
The Company's effective income tax rate increased to 74.1% for the
13 weeks ended October 31, 2020 compared to (61.2)% for the 13
weeks ended November 2, 2019. The increase in the effective income
tax rate compared to the prior year quarter was primarily driven by
a change in the tax status of certain foreign entities, sale and
leaseback transactions, the impact of the CARES Act, including tax
benefits associated with the availability of a five-year carryback
period for certain current year tax losses, and the relative mix of
earnings across the jurisdictions within which we
operate.
The Company recognized income tax expense of $14.4 million for the
39 weeks ended October 31, 2020 compared to an income tax benefit
of $6.2 million for the 39 weeks ended November 2, 2019. The
Company's effective income tax rate decreased to (5.1)% for the 39
weeks ended October 31, 2020 compared to 1.3% for the 39 weeks
ended November 2, 2019. The decrease in the effective income tax
rate compared to the prior year quarter was primarily driven by the
establishment of a full valuation allowance on U.S. deferred tax
assets, a change in the tax status of certain foreign
entities,
sale and leaseback transactions, the impact of the CARES Act,
including tax benefits associated with the availability of a
five-year carryback period for certain current year tax losses, and
the relative mix of earnings across the jurisdictions within which
we operate.
The Company assesses the available positive and negative evidence
to estimate whether sufficient future taxable income will be
generated to permit use of the existing deferred tax assets. Where
the Company has determined existing deferred tax assets are not
more likely than not to be realized, it has established a valuation
allowance against those net deferred tax assets, including in the
U.S. and most foreign jurisdictions. The Company continues to
evaluate the realizability of all deferred tax assets on a
jurisdictional basis as it relates to expected future earnings.
Should the Company fail to achieve its expected earnings in the
coming periods, it may be necessary to establish a valuation
allowance against some or all of its deferred tax assets in those
jurisdictions not currently subject to a valuation
allowance.
11. Subsequent Events
On November 10, 2020 the Company issued a notice of redemption to
redeem $125.0 million of its outstanding 2021 Senior Notes,
representing 63.1% of the aggregate outstanding principal amount.
The redemption date will be December 11, 2020 and the redemption
price will be equal to $1,000 per $1,000 principal amount of the
2021 Senior Notes being redeemed and will include accrued but
unpaid interest to, but not including, the redemption date. Upon
the redemption by the Company of the 2021 Senior Notes being
redeemed, $73.2 million of 2021 Senior Notes will remain
outstanding. See Note 6, "Debt," for further details on the 2021
Senior Notes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
information contained in our unaudited condensed consolidated
financial statements, including the notes thereto.
The following discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). In some cases, forward-looking statements can be
identified by the use of terms such as “anticipates,” “believes,”
“continues,” “could,” “estimates,” “expects,” “intends,” “may,”
“plans,” “potential,” “predicts,” “pro forma,” “seeks,” “should,”
“will” or similar expressions. Forward-looking statements include
our current assumptions, expectations or forecasts of future
events.
These statements are only predictions based on current expectations
and assumptions and involve known and unknown risks, uncertainties
and other factors that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. You should not place undue reliance on
these forward-looking statements. The forward-looking statements
involve a number of risks and uncertainties. Although we believe
that the expectations reflected in our forward-looking statements
are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. A number of factors could
cause our actual results, performance, achievements or industry
results to be materially different from any future results,
performance or achievements expressed or implied by these
forward-looking statements. Factors that might cause such
differences include, but are not limited to, those described in
Exhibit 99.4 to the Form 8-K that we filed with the SEC on June 5,
2020 and those described under the heading "Risk Factors" in our
quarterly report on Form 10-Q that we filed with the SEC on
September 9, 2020, and include risks related to:
•macroeconomic
pressures, including the effects of COVID-19 on consumer
spending;
•the
impact of COVID-19, including government restrictions, on our
business and financial results;
•the
impact of COVID-19 on costs and availability of
capital;
•the
cyclicality of the video game industry;
•our
dependence on the timely delivery of new and innovative products
from our vendors;
•the
impact of technological advances in the video game industry and
related changes in consumer behavior on our sales;
•our
ability to keep pace with changing industry technology and consumer
preferences;
•the
economic, social and political conditions in the U.S. and certain
international markets;
•the
impact of international crises and trade restrictions and tariffs
on the delivery of our products;
•our
ability to obtain favorable terms from our suppliers;
•the
international nature of our business;
•our
dependence on sales during the holiday selling season;
•fluctuations
in our results of operations from quarter to quarter;
•our
ability to de-densify our global store base;
•our
ability to renew or enter into new leases on favorable
terms;
•the
competitive nature of our industry;
•our
ability to attract and retain executive officers and key
personnel;
•the
adequacy of our management information systems;
•our
reliance on centralized facilities for refurbishment of our
pre-owned products;
•our
ability to react to trends in pop culture with regard to our sales
of collectibles and our dependence on licensed products for a
substantial portion of such sales;
•our
ability to maintain security of our customer, employee or company
information;
•potential
harm to our reputation;
•our
ability to maintain effective control over financial
reporting;
•our
vendors’ ability to provide marketing and merchandise support at
historical levels;
•restrictions
on our ability to purchase and sell pre-owned video
games;
•potential
decrease in popularity of certain types of video
games;
•changes
in our tariff, import/export regulations and global tax
rate;
•potential
future litigation and other legal proceedings;
•potential
future actions by activist stockholders;
•changes
in accounting rules and regulations; and
•our
ability to comply with federal, state, local and international
law.
All forward-looking statements included or incorporated by
reference in this Report are based upon information available to us
as of the date of this Report, and we undertake no obligation to
update or revise any of these forward-looking statements for any
reason, whether as a result of new information, future events or
otherwise after the date of this Report, except as required by
law.
OVERVIEW
GameStop Corp. (“GameStop,” “we,” “us,” “our,” or the “Company”) is
the world's largest video game retailer, which operates
approximately 5,000 stores across ten countries, and offers the
best selection of new and pre-owned video gaming consoles,
accessories and video game titles, in both physical and digital
formats. GameStop also offers fans a wide variety of POP! vinyl
figures, collectibles, board games and more. Through GameStop's
unique buy-sell-trade program, gamers can trade in video game
consoles, games, and accessories, as well as consumer electronics
for cash or in-store credit. Our consumer product network also
includes www.gamestop.com and
Game Informer®
magazine, the world's leading print and digital video game
publication.
We operate our business in four geographic segments: United States,
Canada, Australia and Europe. Our fiscal year is composed of the 52
or 53 weeks ending on the Saturday closest to the last day of
January. The fiscal years ending January 30, 2021 ("fiscal
2020") and February 1, 2020 ("fiscal 2019") each consist of 52
weeks. The discussion and analysis of our results of operations
refers to continuing operations unless otherwise noted. Our
business, like that of many retailers, is seasonal, with the major
portion of the net sales realized during the fourth fiscal quarter,
which includes the holiday selling season.
Impact from COVID-19
During the first half of fiscal 2020, due to the COVID-19 pandemic,
we temporarily closed our U.S. store locations to customer access,
as well as closed store locations in Canada, Europe and New
Zealand. These temporary store closures began in late March 2020
and by the end of fiscal June 2020, 98% of our stores globally were
open to the public following the implementation of the highest
level of health and safety protocols recommended by the federal and
local health and governmental authorities. During the third quarter
of fiscal 2020, the substantial majority of our stores were open,
with approximately 15% of our stores in Australia temporarily
closed for approximately four weeks due to an outbreak of COVID-19.
Additionally, starting in late October 2020, as COVID-19 cases
began to escalate in regions around the world, all of our stores in
France and Ireland were temporarily closed as required by federal
governmental authorities, while certain of our stores in Canada,
Australia and Austria closed temporarily starting in early to
mid-November. Although certain stores remain closed, some of our
stores in France, Ireland, Canada and Australia are offering
curbside pick-up. We remain vigilant in our compliance with
COVID-19 regulations across our operating regions, and as such have
reverted a minor number of store operations in the United States in
early November to curbside pick-up only.
During the period of temporary closures, we took several steps to
continue to serve our customers via our omni-channel platform by
enhancing our online capabilities and curbside pick-up options
while also lowering our purchase and expense levels to correspond
with the lower demand.
We continue to prioritize the health and safety of our customers
and team members. As a result, during the 39 weeks ended October
31, 2020, we incurred $23.3 million to mitigate the impact of
the COVID-19 pandemic including incremental wage payments to hourly
associates to help offset lost wages due to store closures,
enhanced cleaning measures and expanded use of personal protective
equipment at our stores, shared service centers and distribution
centers across all geographies where we operate.
The COVID-19 pandemic remains a rapidly evolving situation and the
impact on our business, operating results, cash flows and financial
conditions will also depend on many factors that are not within our
control, including the following:
•the
geographies impacted by the virus;
•changes
in consumer confidence and consumer spending habits, including
spending for the merchandise that we sell;
•negative
trends in consumer purchasing patterns due to changes in consumers'
disposable income, credit availability and debt
levels;
•the
availability of additional economic stimulus programs introduced by
the various governments where we operate;
•disruption
to our supply chain including the manufacturing, supply,
distribution, transportation and delivery of our
products;
•delays
in the release of key video game titles; and
•a
slowdown in the U.S. and global economies, and the timing of the
post-pandemic economic recovery.
We continue to take steps to improve cash flows and liquidity,
which we believe will enhance our resiliency as we emerge from the
COVID-19 pandemic, including:
•reducing
inventory receipts to match demand, focusing our purchasing efforts
on key hardware, software and accessories products;
•concentrating
capital spending on required maintenance or near-term high value
strategic projects; and
•divesting
non-strategic assets to free up cash for deployment to certain
strategic investments and initiatives
In addition, during the first quarter of fiscal 2020 and the
beginning of the second quarter of fiscal 2020, we took the
following steps to preserve liquidity while most of our stores were
temporarily closed:
•reduced
the base salary for our executive leadership team by graduated
amounts ranging from 30%-50% for 9 weeks;
•lowered
the cash compensation for the members of the Board of Directors by
50% for 9 weeks;
•reduced
pay for certain other employees by graduated amounts across most of
the worldwide permanent workforce between 10% and 30% for 9 weeks;
and
•forewent
merit pay increases for the majority of our associates for fiscal
2020.
See Note 2, "COVID-19 Impacts" for further details.
Industry Overview
Growth in the video game industry is generally driven by the
introduction of new technology. Gaming consoles have historically
launched in five to seven-year cycles as technological developments
provide significant improvements in the gaming experience and add
other entertainment capabilities. Consumer demand for gaming
consoles are typically the highest in the early years of the cycle
and the weakest in the latter years. The current generation of
consoles include the Sony PlayStation 4 (launched in 2013),
Microsoft Xbox One (launched in 2013) and the Nintendo Switch
(launched in 2017). The Sony PlayStation 4 and Microsoft XBox One
are nearing the end of their cycle as Sony and Microsoft have
successfully launched their next generation consoles, the Sony
PlayStation 5 and the Microsoft Xbox Series X, in November
2020.
The sale of video games delivered through digital channels and
other forms of gaming continue to grow and take an increasing
percentage of physical video game sales. We currently sell various
types of products that relate to the digital category, including
digitally downloadable content (“DLC”), full game downloads, Xbox
LIVE, PlayStation Plus and Nintendo network points cards, as well
as prepaid digital and prepaid subscription cards. We have made
significant investments in e-commerce, in-store and website
functionality to enable our customers to access digital content to
facilitate the digital sales and delivery process. We plan to
continue to invest in these types of processes and channels to grow
our digital sales base and enhance our market leadership position
in the video game industry and in the digital aggregation and
distribution category.
In our discussion of the results of operations, we refer to
comparable store sales, which is a measure commonly used in the
retail industry and indicates store performance by measuring the
growth or decline in sales for certain stores for a particular
period over the corresponding prior year's comparable
period.
Our comparable store sales are comprised of sales from our video
game stores, including stand-alone collectible stores, operating
for at least 12 full months as well as sales related to our
websites and sales we earn from sales of pre-owned merchandise to
wholesalers or dealers. Comparable store sales for our
international operating segments exclude the effect of changes in
foreign exchange rates.
Historically, stores with an active lease designation were included
in our comparable stores sales even if there were temporary
closures because such temporary closures were primarily due to
remodeling and relocations and were typically resolved within fewer
than 14 days. Beginning in the first quarter of our fiscal year
2020, we refined the definition of comparable store sales to
exclude stores that were closed for 14 consecutive days or more and
where curbside delivery was not available to customers. Therefore,
comparable sales results for the 13 and 39 weeks ended October 31,
2020 exclude stores that were closed for 14 consecutive days or
more primarily due to the COVID-19 pandemic where curbside delivery
was not available to customers. These criteria are consistent with
the metric used by management for internal reporting and analysis
to measure performance of our stores. Comparable store sales
reported in prior periods are not affected by this
revision.
The calculation of comparable store sales compares the 13 and 39
weeks ended October 31, 2020 to the most closely comparable weeks
for the prior year period. The method of calculating comparable
store sales varies across the retail industry. As a result, our
method of calculating comparable store sales may not be the same as
other retailers’ methods. We believe our calculation of comparable
store sales best represents our strategy as an omni-channel
retailer that provides its consumers several ways to access its
products.
BUSINESS STRATEGY
In May of 2019, we announced our multi-year transformation
initiative, which we refer to as GameStop Reboot to position
GameStop on the correct strategic path and fully leverage our
unique position and brand in the video game industry. Our strategic
plan is anchored on the following tenets.
Optimize the core business.
Improve the efficiency and effectiveness of operations across the
organization, including cost restructuring, inventory management
optimization, adding and growing high margin product categories,
and rationalizing the global store base. Prioritizing efforts to
optimize the store base and improve the fundamental operations of
the business yielded the net closure of 321 stores in fiscal 2019,
461 stores year-to-date in fiscal 2020, and included both the
divestiture of the Simply Mac business and wind down of
underperforming operations in Denmark, Finland, Norway and Sweden.
Improved inventory management drove a significant increase in
inventory turns and as a result, in working capital, while an
intense focus on organization structure and expense reductions
yielded a $315.9 reduction in reported Selling, General and
Administrative costs year-to-date in fiscal 2020.
Build a frictionless digital ecosystem.
Develop and deploy a frictionless consumer facing digital first
omni-channel environment, including the recent relaunch and
customer experience enhancements within GameStop.com, the launch of
a
completely new GameStop App, as well as the optimization of our
retail store footprint to maximize our customer reach more broadly
across all channels and provide them the full spectrum of content
and access to products they desire, however, wherever and whenever
they want to shop. Enhancements to the user shopping experience and
improved omni-channel capabilities, including expanded delivery and
payment options, yielded an increase in e-commerce sales of over
430% through the third fiscal quarter of 2020.
Become the social / cultural hub for gaming.
Create the social and cultural hub for games and entertainment and
expand GameStop’s addressable market through category and product
expansion to offer the most comprehensive product offering across
the GameStop omni-channel platform. Our customers are increasing
their engagement across the spectrum of games, entertainment and
technology and our focus remains to meet those expanding
needs.
Transform vendor partnerships.
Transform our vendor and partner relationships to unlock additional
high-margin revenue streams through an expanded suite of product
and service offerings to optimize the lifetime value of every
customer.
Connected to our transformation efforts, we have incurred and
continue to incur severance, store closure costs and expenses for
consultants and advisors. See "Consolidated Results from
Operations—Selling, General and Administrative Expenses" for
further information.
We continually review and prioritize our capital needs and are
committed to making investments in our infrastructure to drive our
business plans and realize on our transformation initiatives. Key
areas of investment include improving the presentation and content
as well as the functionality, general search and navigation across
our customer facing digital channels; improving customer data
integration and customer relations management capabilities;
continuing to enhance service offerings to our customers;
continuing to strengthen and deepen our information technology,
analytics, marketing and e-commerce groups; and creating more
flexible fulfillment options designed to improve our delivery
capabilities and reduce our shipping costs. These and other
investments are expected to, among other things, provide a seamless
and compelling customer experience across our omni-channel retail
platform.
CONSOLIDATED RESULTS OF OPERATIONS
The following table sets forth certain statement of operations
items (in millions) and as a percentage of net sales, for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
39 Weeks Ended |
|
|
October 31, 2020 |
|
November 2, 2019 |
|
October 31, 2020 |
|
November 2, 2019 |
|
|
Amount |
|
Percent of Net Sales |
|
Amount |
|
Percent of Net Sales |
|
Amount |
|
Percent of Net Sales |
|
Amount |
|
Percent of Net Sales |
Net sales |
|
$ |
1,004.7 |
|
|
100.0 |
% |
|
$ |
1,438.5 |
|
|
100.0 |
% |
|
$ |
2,967.7 |
|
|
100.0 |
% |
|
$ |
4,271.9 |
|
|
100.0 |
% |
Cost of sales |
|
728.4 |
|
|
72.5 |
|
|
997.4 |
|
|
69.3 |
|
|
2,156.8 |
|
|
72.7 |
|
|
2,960.5 |
|
|
69.3 |
|
Gross profit |
|
276.3 |
|
|
27.5 |
|
|
441.1 |
|
|
30.7 |
|
|
810.9 |
|
|
27.3 |
|
|
1,311.4 |
|
|
30.7 |
|
Selling, general and administrative expenses |
|
360.4 |
|
|
35.9 |
|
|
475.4 |
|
|
33.0 |
|
|
1,095.1 |
|
|
36.9 |
|
|
1,411.0 |
|
|
33.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and asset impairments |
|
— |
|
|
— |
|
|
11.3 |
|
|
0.8 |
|
|
4.8 |
|
|
0.2 |
|
|
375.2 |
|
|
8.8 |
|
Gain on disposal of assets |
|
(21.1) |
|
|
(2.1) |
|
|
— |
|
|
— |
|
|
(32.4) |
|
|
(1.1) |
|
|
— |
|
|
— |
|
Operating loss |
|
(63.0) |
|
|
(6.3) |
|
|
(45.6) |
|
|
(3.1) |
|
|
(256.6) |
|
|
(8.7) |
|
|
(474.8) |
|
|
(11.1) |
|
Interest expense, net |
|
9.7 |
|
|
0.9 |
|
|
6.0 |
|
|
0.5 |
|
|
23.9 |
|
|
0.8 |
|
|
20.7 |
|
|
0.5 |
|
Loss from continuing operations before income taxes |
|
(72.7) |
|
|
(7.2) |
|
|
(51.6) |
|
|
(3.6) |
|
|
(280.5) |
|
|
(9.5) |
|
|
(495.5) |
|
|
(11.6) |
|
Income tax (benefit) expense |
|
(53.9) |
|
|
(5.4) |
|
|
31.6 |
|
|
2.2 |
|
|
14.4 |
|
|
0.5 |
|
|
(6.2) |
|
|
(0.2) |
|
Net loss from continuing operations |
|
(18.8) |
|
|
(1.8) |
|
|
(83.2) |
|
|
(5.8) |
|
|
(294.9) |
|
|
(10.0) |
|
|
(489.3) |
|
|
(11.4) |
|
Loss from discontinued operations, net of tax |
|
— |
|
|
— |
|
|
(0.2) |
|
|
— |
|
|
(0.9) |
|
|
— |
|
|
(2.6) |
|
|
(0.1) |
|
Net loss |
|
$ |
(18.8) |
|
|
(1.8) |
% |
|
$ |
(83.4) |
|
|
(5.8) |
% |
|
$ |
(295.8) |
|
|
(10.0) |
% |
|
$ |
(491.9) |
|
|
(11.5) |
% |
We revised the categories of our similar products at the end of
fiscal 2019. See Note 3, "Revenue," for further details. The
following table sets forth net sales by significant product
category for the period indicated (dollars in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
39 Weeks Ended |
|
|
October 31, 2020 |
|
November 2, 2019 |
|
October 31, 2020 |
|
November 2, 2019 |
|
|
Net
Sales |
|
Percent of Net Sales |
|
Net
Sales |
|
Percent of Net Sales |
|
Net
Sales |
|
Percent of Net Sales |
|
Net
Sales |
|
Percent of Net Sales |
Hardware and accessories |
|
$ |
413.4 |
|
|
41.2 |
% |
|
$ |
546.0 |
|
|
37.9 |
% |
|
$ |
1,368.1 |
|
|
46.1 |
% |
|
$ |
1,757.4 |
|
|
41.1 |
% |
Software |
|
444.4 |
|
|
44.2 |
|
|
730.6 |
|
|
50.8 |
|
|
1,247.9 |
|
|
42.0 |
|
|
2,022.0 |
|
|
47.4 |
|
Collectibles
|
|
146.9 |
|
|
14.6 |
|
|
161.9 |
|
|
11.3 |
|
|
351.7 |
|
|
11.9 |
|
|
492.5 |
|
|
11.5 |
|
Total |
|
$ |
1,004.7 |
|
|
100.0 |
% |
|
$ |
1,438.5 |
|
|
100.0 |
% |
|
$ |
2,967.7 |
|
|
100.0 |
% |
|
$ |
4,271.9 |
|
|
100.0 |
% |
Net sales by reportable segment in U.S. dollars were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
October 31, 2020 |
|
November 2, 2019 |
|
Net
Sales |
|
Percent of Net Sales |
|
Comparable Store Sales |
|
Net
Sales |
|
Percent of Net Sales |
|
Comparable Store Sales |
United States |
$ |
664.5 |
|
|
66.1 |
% |
|
(27.1) |
% |
|
$ |
987.5 |
|
|
68.6 |
% |
|
(24.0) |
% |
Canada |
55.9 |
|
5.6 |
|
|
(25.7) |
|
|
79.8 |
|
|
5.5 |
|
|
(23.7) |
|
Australia |
111.2 |
|
11.1 |
|
|
0.6 |
|
|
117.0 |
|
|
8.2 |
|
|
(14.7) |
|
Europe |
173.1 |
|
17.2 |
|
|
(27.1) |
|
|
254.2 |
|
|
17.7 |
|
|
(23.7) |
|
Total |
$ |
1,004.7 |
|
|
100.0 |
% |
|
(24.6) |
% |
|
$ |
1,438.5 |
|
|
100.0 |
% |
|
(23.2) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39 Weeks Ended |
|
October 31, 2020 |
|
November 2, 2019 |
|
Net
Sales |
|
Percent of Net Sales |
|
Comparable Store Sales |
|
Net
Sales |
|
Percent of Net Sales |
|
Comparable Store Sales |
United States |
$ |
2,009.3 |
|
|
67.7 |
% |
|
(23.7) |
% |
|
$ |
3,010.7 |
|
|
70.5 |
% |
|
(16.3) |
% |
Canada |
137.5 |
|
4.6 |
|
|
(18.9) |
|
|
215.4 |
|
|
5.0 |
|
|
(15.5) |
|
Australia |
373.9 |
|
12.6 |
|
|
20.8 |
|
|
339.8 |
|
|
8.0 |
|
|
(9.1) |
|
Europe |
447.0 |
|
15.1 |
|
|
(18.5) |
|
|
706.0 |
|
|
16.5 |
|
|
(15.1) |
|
Total |
$ |
2,967.7 |
|
|
100.0 |
% |
|
(18.7) |
% |
|
$ |
4,271.9 |
|
|
100.0 |
% |
|
(15.5) |
% |
Net Sales
Net sales decreased $433.8 million (30.2%) and $1,304.2 million
(30.5%), during the 13 and 39 weeks ended October 31, 2020,
respectively, compared to their prior year periods. Comparable
store sales decreased 24.6% and 18.7% during the current quarter
and year-to-date periods, respectively. The decrease in net sales
for the quarter and year-to-date periods was primarily attributable
to the combined impacts of temporary store closures to customer
traffic due to the COVID-19 pandemic and the cyclicality of new
hardware consoles as our third fiscal quarter was the final period
prior to the launch of new generation of video game consoles from
Microsoft and Sony. Although the substantial majority of our stores
were open during the third quarter of fiscal 2020, the negative
impact related to the ongoing COVID-19 pandemic continued to affect
our store operations in all of our operating segments. This
includes our Australia stores which were not affected by temporary
closures during the first half of fiscal 2020, but during the third
fiscal quarter approximately 15% of Australian stores temporarily
closed for approximately four weeks. For the 39 weeks ended October
31, 2020 we experienced declines in the United States, Canada,
Europe and New Zealand, which were partially offset by the
performance in our Australia segment which increased in sales by
10.0% as stores in Australia remained open during for the
substantial majority of the year-to-date period. These declines
were partially offset by the increase in our e-commerce sales,
which increased 257.4% and 432.9% in the current quarter and
year-to-date periods, respectively, compared to the prior year
periods. Although our sales have decreased compared to the prior
year periods as described above, we believe the COVID-19 pandemic
has increased demand for at home entertainment and connectivity
products as consumers are spending more time in their homes and
seek in-home entertainment options.
Net sales during the 13 weeks ended October 31, 2020 in our United
States, Canada, Australia and Europe segments declined by 32.7%,
29.9%, 5.0% and 31.9%, respectively, when compared to the 13 weeks
ended November 2, 2019. Comparable store sales in the United
States, Canada and Europe decreased by 27.1%, 25.7% and 27.1%,
respectively, while comparable store sales increased in the
Australia segment by 0.6% primarily due to the same factors
described above.
Net sales during the 39 weeks ended October 31, 2020 in our United
States, Canada and Europe segments declined by 33.3%, 36.2% and
36.7%, respectively, while net sales in our Australia segment
increased 10.0%, when compared to the 39 weeks ended November 2,
2019. Comparable store sales in the United States, Canada and
Europe decreased by 23.7%, 18.9% and 18.5%, respectively, while
comparable store sales increased in the Australia segment by 20.8%,
primarily due to the same factors described above.
Gross Profit
Gross profit decreased 37.4% and 38.2% for the 13 and 39 weeks
ended October 31, 2020, respectively, compared to the prior year
periods, primarily due to the decrease in sales. Gross profit as a
percentage of net sales decreased to 27.5% and 27.3% in the current
quarter and year-to-date periods compared to 30.7% and 30.7% in the
prior year quarter and year-to-date periods, respectively,
primarily due to a shift in product mix to lower margin products
including the shift to new hardware and accessories within our
hardware and accessories product category as well as an increase in
industry-wide freight costs and credit card processing fees as a
result of higher penetration of e-commerce sales. Additionally, the
quarter-to-date period was partially offset by a shift in product
mix to collectibles.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") decreased
$115.0 million (24.2%) and $315.9 million (22.4%) for the 13 and 39
weeks ended October 31, 2020, respectively compared to the prior
year periods. The prior year quarter and year-to-date periods
included $14.4 million and $47.5 million, respectively,
of costs associated with our transformation initiatives and
severance. Excluding these charges, the decrease in SG&A for
both the quarter and year-to-date periods was primarily due to the
impact of the extensive cost reduction initiatives we have
undertaken, and to a lesser extent, lower variable expenses as a
result of lower sales volume. See Note 2, "COVID-19 Impacts" for
further details.
Goodwill and Asset Impairments
During the 39 weeks ended October 31, 2020, we recognized asset
impairment charges totaling $4.8 million. No asset impairment
charges were recognized during the 13 weeks ended October 31,
2020.
The charges consist of $3.2 million in impairment charges
related to our formerly-owned corporate aircraft, which we sold in
the second fiscal quarter of 2020 and $1.6 million in
impairment charges associated with store-level assets.
During the 13 and 39 weeks ended November 2, 2019 we recognized
asset impairment charges totaling $11.3 million, consisting of
a $7.7 million impairment of our corporate aircraft, which was
classified as held for sale as of November 2, 2019, and
$3.6 million in impairment charges related to store-level
property and equipment. During the 39 weeks ended November 2, 2019,
we recognized a goodwill impairment charge totaling $363.9 million,
primarily as a result of a decline in our market capitalization. As
a result of the goodwill impairment charge, we have no remaining
goodwill.
Gain on Sale of Assets
During the 13 weeks ended October 31, 2020, we sold our Australian
headquarters in Eagle Farm, Queensland to an unrelated party for
approximately $27.0 million, net of costs to sell, and
immediately leased back the facility for a term of ten years on
market rate terms at an average annual base rent of
$1.7 million, plus taxes, utilities, management fees and other
operating and maintenance expenses. Additionally, in September
2020, we sold our Canadian headquarters in Brampton, Ontario for
approximately $16.7 million, net of costs to sell, and leased
back the facility for a term of five years on market rate terms at
an average annual base rent of $0.9 million plus taxes,
utilities, management fees and other operating and maintenance
expenses. The net proceeds from the sale of these assets will be
used for general corporate purposes. As a result of these
transactions, a gain on sale of assets of $21.1 million was
recognized and is included in our unaudited condensed consolidated
statement of operations for the 13 weeks ended October 31,
2020.
During the second fiscal quarter of 2020, we sold, in separate
unrelated transactions, to unaffiliated third parties i) our
corporate headquarters and ancillary office space in Grapevine,
Texas for $28.5 million, net of costs to sell and ii) a nearby
refurbishment center for $15.2 million, net of costs to sell.
With respect to the leaseback of the corporate headquarters, we
agreed to provide a letter of credit to the buyer-lessor within 18
months from the closing date to secure our lease obligation. Upon
delivering such letter of credit, we will be entitled to a rent
credit of $2.8 million. This variable consideration is
included in the total gain on sale of assets recognized during the
39 weeks ended October 31, 2020.
The net proceeds from the sale of these assets will be used for
general corporate purposes. As a result of the transactions that
occurred during the second and third fiscal quarters of 2020, a
gain on sale of assets of $32.4 million was recognized and is
included in our unaudited condensed consolidated statement of
operations for the 39 weeks ended October 31, 2020.
See Note 5, "Leases," for further information regarding the sale
and leaseback of these facilities.
Interest Expense, Net
Interest expense, net increased by $3.7 million (61.7%) during
the 13 weeks ended October 31, 2020 compared to the 13 weeks ended
November 2, 2019, primarily due to an increase in interest expense
as a result of the increase in the interest rate associated with
the exchange of $216.4 million aggregate principal amount of
our 6.75% senior notes due in 2021 for our 10.0% senior notes due
in 2023 as well as a decrease in interest income primarily as a
result of a reduction in interest rates.
Interest expense, net increased by $3.2 million (15.5%), during the
39 weeks ended October 31, 2020 compared to the 39 weeks ended
November 2, 2019, primarily due to a decrease in interest income
primarily as a result of a reduction in interest rates. The
decrease in interest income was offset by a decrease in interest
expense as a result of the early redemption of our $350.0 million
2019 Senior Notes on April 4, 2019, the repurchase of $53.6 million
and $6.8 million aggregate principal amount of our 2021 Senior
Notes during fiscal 2019 and fiscal 2020, respectively, offset by
an increase in interest expense associated with the exchange of
$216.4 million aggregate principal amount of our 6.75% senior
notes due in 2021 for our 10.0% senior notes due in
2023.
Income Tax (Benefit) Expense
We recognized income tax benefit of $53.9 million for the 13 weeks
ended October 31, 2020 compared to an income tax expense of $31.6
million for the 13 weeks ended November 2, 2019. Our effective
income tax rate increased to 74.1% for the 13 weeks ended October
31, 2020 compared to (61.2)% for the 13 weeks ended November 2,
2019. The increase in the effective income tax rate compared to the
prior year quarter was primarily driven by a change in the tax
status of certain foreign entities, sale and leaseback
transactions, the impact of the CARES Act, including tax benefits
associated with the availability of a five-year carryback period
for certain current year tax losses, and the relative mix of
earnings across the jurisdictions within which we
operate.
We recognized income tax expense of $14.4 million for the 39 weeks
ended October 31, 2020 compared to an income tax benefit of $6.2
million for the 39 weeks ended November 2, 2019. Our effective
income tax rate decreased to (5.1)% for the 39 weeks ended October
31, 2020 compared to 1.3% for the 39 weeks ended November 2, 2019.
The decrease in the effective
income tax rate compared to the prior year quarter was primarily
driven by the establishment of a full valuation allowance on U.S.
deferred tax assets, a change in the tax status of certain foreign
entities, sale and leaseback transactions, the impact of the CARES
Act, including tax benefits associated with the availability of a
five-year carryback period for certain current year tax losses, and
the relative mix of earnings across the jurisdictions within which
we operate.
See Note 10, "Income Taxes," for further information.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our principal sources of liquidity are cash from operations, cash
on hand and our revolving credit facilities. As of October 31,
2020, we had total unrestricted cash on hand of $445.9 million and
an additional $175.4 million of available borrowing capacity
under our revolving credit facilities.
Availability under our revolving credit facilities, which was
increased during the 13 weeks ended October 31, 2020, as
described in the Sources of Liquidity section below, provides us
additional liquidity throughout the course of the year to fund our
operations. Based on our current operating plans, we believe that
available cash balances, cash generated from our operating
activities and funds available under our revolving credit
facilities together will provide sufficient liquidity to fund our
operations and transformation initiatives and support corporate
capital allocation programs for the next 12 months and the
foreseeable future. While factors related to COVID-19 have
negatively impacted our results for the first quarter ended May 2,
2020, results for our second quarter ended August 1, 2020 and third
quarter ended October 31, 2020, as compared to our first
quarter of fiscal 2020, have improved as we continued to achieve
the cash flow benefits from cost savings and expense reduction
initiatives, as well as disciplined working capital management
which supports an improved liquidity position.
On an ongoing basis, we evaluate and consider certain strategic
operating alternatives, including divestitures, restructuring or
dissolution of unprofitable business segments, as well as equity
and debt financing alternatives that we believe may enhance
stockholder value. Specific to our 2021 Senior Notes, on July 6,
2020 we issued $216.4 million aggregate principal amount of
2023 Senior Notes in exchange for an equal aggregate principal
amount of our 2021 Senior Notes. See Note 6, "Debt," for further
details on this debt exchange. The nature, amount and timing of any
strategic operational change, or financing transactions that we
might pursue will depend on a variety of factors, including, as of
the applicable time, our available cash and liquidity and operating
performance; our commitments and obligations; our capital
requirements; limitations imposed under our credit arrangements;
and overall market conditions. As part of our previously announced
GameStop Reboot profit improvement initiative, we are evaluating
future strategic and operating alternatives for certain of our
operations under consideration, primarily relating to lease and
severance obligations and accelerated depreciation and
amortization, would not be material to our liquidity, results of
operations or financial condition.
As a result of the impact of COVID-19 around the world, many of our
vendors have been impacted by the volatility in the supply chain
financing market. As we seek to optimize our inventories, including
for next generation video game consoles and a number of new
software releases, and related payment terms, we have increased the
amount of collateral we provide to select vendors for our inventory
purchase obligations. Our continued provision of collateral, and
the levels of such collateral, will depend on a variety of factors,
including our inventory purchase levels, available payment terms
for inventories, availability of borrowing capacity under our
credit facilities, favorable credit terms and costs of providing
collateral. See Note 1, "General Information — Restricted Cash" for
further details.
On November 10, 2020, the Company issued a notice to redeem, on
December 11, 2020, $125.0 million in aggregate principal
amount of 2021 Senior Notes. See Note 11, "Subsequent Events," for
further details.
Cash Flows
During the 39 weeks ended October 31, 2020, cash used in operations
was $41.1 million, compared to $654.8 million during the 39 weeks
ended November 2, 2019. The decrease in cash used in operations of
$613.7 million was primarily attributable to the optimization of
inventory and accounts payable levels as we have focused our
operational process to optimize the cash conversion cycle and carry
more efficient levels of inventory.
Cash provided by investing activities increased to $63.3 million
during the 39 weeks ended October 31, 2020 compared to cash used in
investing of $56.9 million during the 39 weeks ended November 2,
2019. The $120.2 million increase in cash provided by investing
activities is primarily attributable to the proceeds from the sale
and leaseback of five properties including our headquarter
facilities in the United States, Australia and Canada as well as a
refurbishment center and ancillary office space in Grapevine,
Texas, lower capital expenditures in the current year period and
$8.6 million net proceeds from the sale of our corporate
aircraft. See Note 1, "General Information," and Note 5, "Leases"
for further information.
During the 39 weeks ended October 31, 2020, cash provided by
financing activities was $65.5 million, consisting primarily of
$47.1 million in proceeds from term loans entered into by our
French subsidiary, Micromania SAS and a net $25.0 million draw down
on our Revolver. During the 39 weeks ended November 2, 2019, cash
used in financing activities was $622.7 million,
consisting primarily of the redemption of our $350 million in
aggregate principal of 5.5% unsecured senior notes, repurchases of
our common stock totaling $176.9 million, open market repurchases
of $53.6 million of our 2021 Senior Notes and dividends paid
on our common stock of $40.5 million.
Sources of Liquidity
We utilize cash generated from operations and have funds available
to us under our asset-based Revolver to cover seasonal fluctuations
in cash flows and to support our various initiatives. Our cash and
cash equivalents are carried at cost and consist primarily of time
deposits with commercial banks.
Our asset-based Revolver has a borrowing base capacity of $420
million and a maturity date of November 2022. Our Revolver has a
$200 million expansion feature and $100 million letter of credit
sublimit, and allows for an incremental $50 million first-in,
last-out facility. The applicable margins for prime rate loans
range from 0.25% to 0.50% and, for London Interbank Offered
("LIBO") rate loans, range from 1.25% to 1.50%. The Revolver is
secured by substantially all of the assets of the Company and the
assets of its domestic subsidiaries. We are required to pay a
commitment fee of 0.25% for any unused portion of the total
commitment under the Revolver. As of October 31, 2020, our
applicable margins were 0.25% for prime rate loans and 1.25% for
LIBO rate loans. Also as of October 31, 2020, total
availability under the Revolver after giving effect to the
Availability Reduction was $152.1 million, with outstanding
borrowings of $25.0 million and outstanding standby letters of
credit of $59.8 million.
The agreement governing our Revolver and the indentures governing
our 2021 Senior Notes and 2023 Senior Notes place certain
restrictions on us and our subsidiaries, including, among others,
limitations on asset sales, additional liens, investments,
incurrence of additional debt and share repurchases. In addition,
the agreement governing our Revolver and the indentures governing
our 2021 Senior Notes and 2023 Senior Notes contain customary
events of default, including, among others, payment defaults,
breaches of covenants and certain events of bankruptcy, insolvency
and reorganization. The Revolver is also subject to a fixed charge
coverage ratio covenant if excess availability is below certain
thresholds (the "Availability Reduction"). We are currently in
compliance with all covenants under the indentures governing the
2021 Senior Notes and 2023 Senior Notes and the agreement governing
our Revolver.
As of October 31, 2020, our 2021 Senior Notes and 2023 Senior
Notes had an aggregate principal amount outstanding of $198.2
million and $216.4 million, respectively. Additionally, as of
October 31, 2020, our term loans entered into by our French
subsidiary, Micromania SAS, had an aggregate principal balance of
€40.0 million ($46.6 million as of October 31,
2020).
See Note 6, “Debt,” to our unaudited consolidated financial
statements.
Our French subsidiary, Micromania SAS, also maintains a credit
facility of €20.0 million ($23.3 million as of
October 31, 2020) that allows it to obtain short term loans of
10 to 93 days in duration to support its working capital needs. The
commitments expire in January 2021. Loans made under the credit
facility accrue interest at a variable rate tied to the Euro
Interbank offered Rate plus an applicable margin of 1.5% and are
secured by a pledge of the bank account from which repayments of
the loans would be made. No amounts have been drawn under this
facility through October 31, 2020.
In August 2020, we entered into the fourth amendment (“Fourth
Amendment”) to the credit agreement governing our Revolver (“Credit
Agreement”) giving effect to certain amendments, which are
incorporated above and include, but are not limited to the
following:
•Reduced
the amount of the excess availability trigger that determines
whether the Company is subject to a fixed charge coverage ratio
covenant of 1.0:1.0 from the greater of $30 million and 10% of
the borrowing base to the greater of $12.5 million and 10% of
the borrowing base;
•Increased
the sublimit for the issuances of letters of credit under the
Credit Agreement from $50 million to $100 million;
and
•Increased
the amount of letters of credit debt permitted to be issued
separately from, and not pursuant to, the Credit Agreement from
$25 million to (i) up to $150 million for letters of
credit issued by borrowers/guarantors under the Credit Agreement
and (ii) up to $75 million for letters of credit issued for
the benefit of foreign subsidiaries, subject to the understanding
that the outstanding amount of letters of credit issued under the
Credit Agreement, combined with the outstanding amount of letters
of credit otherwise permitted by the Credit Agreement cannot exceed
$275 million in the aggregate.
Separately from the asset-based Revolver, we maintain uncommitted
letter of credit facilities with certain lenders that provide for
the issuance of letters of credit and bank guarantees, at times
supported by cash collateral. We had $90.2 million of
outstanding letters of credit and bank guarantees under facilities
outside of the Revolver.
We may also fund our growth capital needs, as circumstances
warrant, from sales of equity securities. The timing and amount of
any equity sales would depend on, among other factors, our capital
needs and alternative sources and costs of capital available to us,
market perceptions about us, and the then current trading price of
our common equity.
CRITICAL ACCOUNTING POLICIES
Our unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) for interim financial information
and do not include all disclosures required under GAAP for complete
financial statements. Preparation of these statements requires us
to make judgments and estimates. Some accounting policies have a
significant impact on amounts reported in these financial
statements. For a summary of significant accounting policies and
the means by which we develop estimates thereon, see “Part II—Item
7, Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in our 2019 Annual Report on Form 10-K.
There have been no material changes to our critical accounting
policies from those included in our 2019 Annual Report on Form
10-K.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
See Note 1 to our unaudited consolidated financial statements
included in this Quarterly Report on Form 10-Q for a description of
recent accounting pronouncements, including the expected dates of
adoption and estimated effects, if any, on our consolidated
financial statements.
OFF-BALANCE SHEET ARRANGEMENTS
We had no material off-balance sheet arrangements as of
October 31, 2020.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's quantitative
disclosures about market risk as set forth in its 2019 Annual
Report on Form 10-K, except as described below.
The impact of the COVID-19 pandemic both in the United States and
globally continues to cause uncertainty and volatility in financial
markets, including interest rates and foreign currency exchange
rates. The outbreak is expected to have a continued adverse impact
on market conditions for the foreseeable future and to trigger a
period of global economic slowdown with no known duration. See
further discussion in Part I, Item 2. “Management’s Discussion and
Analysis of Financial Condition and Results of
Operations.”
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed
to provide reasonable assurance that the information required to be
disclosed in the reports that it files or submits under the
Exchange Act has been appropriately recorded, processed, summarized
and reported on a timely basis and are effective in ensuring that
such information is accumulated and communicated to management,
including its principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding
required disclosure. The Company's principal executive officer and
principal financial officer, with assistance from other members of
management, have reviewed the effectiveness of the Company's
disclosure controls and procedures as of the end of the period
covered by this report and, based on that evaluation, determined
that its disclosure controls and procedures were effective as of
October 31, 2020 at the reasonable assurance
level.
Changes in Internal Control Over Financial Reporting
In response to the COVID-19 pandemic, the Company has required
certain employees, some of whom are involved in the operation of
the Company's internal controls over financial reporting, to work
from home. Despite this change, there have been no changes in the
Company’s internal control over financial reporting during the
quarter ended October 31, 2020 that have materially affected,
or are reasonably likely to materially affect, the Company’s
internal control over financial reporting. The Company is
continually monitoring and assessing the impact of COVID-19 on its
internal controls to minimize any impact it may have on their
design and operating effectiveness.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of its business, the Company is, from time
to time, subject to various legal proceedings, including matters
involving wage and hour employee class actions and consumer class
actions. The Company may enter into discussions regarding
settlement of these and other types of lawsuits, and may enter into
settlement agreements, if it believes settlement is in the best
interest of its stockholders. The Company does not believe that any
such existing legal proceedings or settlements, individually or in
the aggregate, will have a material effect on its financial
condition, results of operations or liquidity.
ITEM 1A. RISK FACTORS
In light of recent developments relating to the COVID-19 pandemic,
the Company amended and restated all risk factors that were
included in item "1A. Risk Factors" of its 2019 Annual Report on
Form 10-K filed with the SEC on March 27, 2020. The amended and
restated risk factors are included in Exhibit 99.4 to the Form 8-K
the Company filed with the SEC on June 5, 2020 and these risk
factors were further supplemented in Item 1A of the Company's
Quarterly Report on Form 10-Q filed with the SEC on September 9,
2020.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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Exhibit
Number |
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Description |
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Previously Filed as an Exhibit to and Incorporated by Reference
From |
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Date Filed |
10.1 |
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Current Report on Form 8-K |
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September 2, 2020 |
10.2 |
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Current Report on Form 8-K |
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September 2, 2020 |
31.1 |
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Filed herewith. |
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31.2 |
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Filed herewith. |
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32.1 |
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Furnished herewith. |
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32.2 |
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Furnished herewith. |
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101.INS |
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XBRL Instance Document - the instance document does not appear in
the Interactive Data File because its XBRL tags are imbedded within
the inline XBRL document. |
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Submitted electronically herewith. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema |
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Submitted electronically herewith. |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase |
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Submitted electronically herewith. |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase |
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Submitted electronically herewith. |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase |
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Submitted electronically herewith. |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101). |
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Submitted electronically herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly
authorized.
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GAMESTOP CORP. |
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By: |
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/s/ JAMES A. BELL |
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James A. Bell |
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Executive Vice President
and Chief Financial Officer |
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(Principal Financial Officer) |
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Date: December 8, 2020 |
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GAMESTOP CORP. |
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By: |
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/s/ DIANA JAJEH |
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Diana Jajeh |
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Senior Vice President and Chief Accounting Officer |
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(Principal Accounting Officer) |
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Date: December 8, 2020 |
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